pre14a-103307_ronc.htm

Annex A




                            ASSET PURCHASE AGREEMENT


                               Dated May 15, 2009


                                      among

                               RONSON CORPORATION,
                            a New Jersey corporation,


                                       and

                             RONSON AVIATION, INC.,
                            a New Jersey corporation,

                                     SELLER,


                           HAWTHORNE TTN HOLDINGS, LLC
                      a Delaware Limited Liability Company,

                                     BUYER.


                          Sale by Ronson Corporation of
                            Certain of the Assets and
                  the Business of its Wholly Owned Subsidiary,
                            Ronson Aviation, Inc. to


                           Hawthorne TTN Holdings, LLC


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Section 1. SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES.............1
         (a) Sale and Transfer of Assets......................................1
         (b) Excluded Assets..................................................2
         (c) Assumption of Liabilities and Obligations........................2
         (d) Excluded Liabilities.............................................3

Section 2. PURCHASE PRICE. PAYMENT............................................3
         (a) Purchase Price...................................................3
         (b) Allocation of Purchase Price.....................................3

Section 3. THE CLOSING........................................................4
         (a) Time and Place of Closing........................................4
         (b) Aviation Employees as of the Closing Date........................4
         (c) Due Diligence as Condition Precedent to the Closing..............4
         (d) Shareholder Approval.............................................4

Section 4. REPRESENTATIONS AND WARRANTIES OF SELLER...........................5
         (a) Organization and Good Standing...................................5
         (b) Authority Execution and Delivery.................................5
         (c) Consents, No Conflicts, Etc......................................6
         (d) No Other Agreements to Sell the Assets...........................6
         (e) Copies of Documents..............................................6
         (f) Properties.......................................................6
         (g) Litigation.......................................................7
         (h) Compliance with Laws; Permits....................................7
         (i) Insurance........................................................8
         (j) No Brokers.......................................................8
         (k) Transactions with Certain Persons................................8
         (l) Consequences of Sale and Purchase................................8
         (m) Environmental Matters............................................8
         (n) Tax Matters.....................................................10
         (o) Disclosure......................................................10
         (p) Assets..........................................................10
         (q) Government Contracts............................................10
         (r) Utilities.......................................................10
         (s) Financial Statements............................................10
         (t) No Undisclosed Liabilities......................................11
         (u) No Material Adverse Change......................................11
         (v) Employee Benefits...............................................11
         (w) Contracts; No Defaults..........................................12
         (x) Sufficiency of Assets...........................................13
         (y) Solvency........................................................13

Section 5. REPRESENTATIONS AND WARRANTIES OF BUYER...........................14
         (a) Organization and Good Standing..................................14
         (b) Authority; Execution and Delivery...............................14
         (c) Consents, No Conflicts, Etc.....................................14

                                       i
<PAGE>

         (d) No Brokers......................................................14
         (e) Disclosure......................................................14

Section 6. CERTAIN COVENANTS AND AGREEMENTS..................................15
         (a) Nondisclosure...................................................15
         (b) Conduct of Business.............................................15
         (c) Changes in Representations and Warranties.......................15
         (d) Mutual Cooperation..............................................15
         (e) Access to Business..............................................16
         (f) Further Assurances..............................................16
         (g) Names...........................................................16
         (h) Tax Matters.....................................................17
         (i) Product Liability Insurance.....................................17
         (j) Interim Financial Statements....................................17
         (k) Noncompetition, Nonsolicitation and Nondisparagement............18
         (l) Exclusivity.....................................................19

Section 7. CONDITIONS TO OBLIGATIONS OF BUYER................................19
         (a) Representations and Warranties True at the Closing Date.........19
         (b) Seller's Performance............................................19
         (c) Instruments of Conveyance and Transfer..........................19
         (d) Approvals and Consents..........................................19
         (e) Litigation......................................................20
         (f) No Material Adverse Change......................................20
         (g) No Change in Law................................................20
         (h) Seller's Failure to Meet Certain Conditions.....................20
         (i) Financing Contingency...........................................20
         (j) County of Mercer Lease Assignment...............................20

Section 8. CONDITIONS TO OBLIGATIONS OF SELLER...............................20
         (a) Representations and Warranties True at the Closing Date.........21
         (b) Buyer's Performance.............................................21
         (c) Approvals and Consents..........................................21
         (d) Litigation......................................................21
         (e) No Change in Law................................................21

Section 9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............21
         (a) Survival of Representations, Warranties, Etc....................21
         (b) Seller's Agreement to Indemnify.................................22
         (c) Buyer's Agreement to Indemnify..................................23
         (d) Third Party Claims..............................................23
         (e) Remedies Exclusive..............................................24
         (f) Escrow Agreement................................................24

Section 10. BULK SALES ACTS..................................................24

Section 11. DISCLAIMER.......................................................25

Section 12. EXPENSES.........................................................25

Section 13. WAIVER...........................................................25

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Section 14. NOTICES, ETC.....................................................25

Section 15. ENTIRE AGREEMENT: AMENDMENT......................................26

Section 16. PRESS RELEASES...................................................26

Section 17. GENERAL..........................................................26

Section 18. SEVERABILITY.....................................................27

Section 19. TERMINATION AND ABANDONMENT......................................27



                                      iii
<PAGE>

                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT, dated May 15, 2009 (the "Agreement"), is
among RONSON CORPORATION, a New Jersey corporation ("Parent"), and RONSON
AVIATION, INC., a New Jersey corporation ("Aviation") (Parent and Aviation are
herein referred to together as "Seller"), and Hawthorne TTN Holdings, LLC, a
Delaware limited liability company ("Buyer"), and includes by reference a
collection of Exhibits and Schedules ("Disclosure Memorandum,").

         WHEREAS, Parent owns 100% of the outstanding capital stock of Aviation;
and

         WHEREAS, Seller desires to sell and Buyer desires to purchase certain
of the assets and the business, as a going concern, of Aviation utilized in its
Fixed Base Operations, Building and Ramp, Fuel Services, Aircraft Maintenance
and Avionics operations at Trenton-Mercer Airport in Trenton, New Jersey
including, but not limited to Aviation's fixed base operation lease between
Aviation (as successor to Ronson Helicopters, Inc.) and the County of Mercer
dated May 14, 1975, as amended from time to time ("Master Lease"), subleases and
fuel operations, for the consideration provided herein (including the assumption
by Buyer of certain of Aviation's liabilities and obligations).

         NOW, THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement and the representations, warranties, covenants and
agreements hereinafter contained, the parties hereby represent, warrant,
covenant and agree as follows:

         Section 1. SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES.
                    ------------------------------------------------------

                  (a) Sale and Transfer of Assets. In reliance on the
                      ---------------------------
representations, warranties, covenants and agreements contained herein and
subject to the terms and conditions hereof, on the Closing Date (as hereinafter
defined), Seller shall sell, convey, transfer and deliver to Buyer, and Buyer
shall purchase from Seller, the assets, free and clear of any encumbrances
(except as otherwise hereinafter expressly excluded), and the business, as a
going concern, of Aviation including without limitation, the following
(collectively, the "Assets"), free and clear of all liens, unless specifically
listed in paragraph 1 (c):

                           (i) all assets of Aviation as reflected in Disclosure
Memorandum, Exhibit A, including, but not limited to customer contracts and
contract rights of all kinds (including, but not limited to rental contracts,
hanger leases, customer service contracts and tie down agreements, but excluding
the fuel contract with BP) (collectively "Aviation Contracts"), inventory,
tools, equipment, vehicles, furniture, fixtures, the name "Ronson Aviation", FAA
certificates, to the extent assumable, and goodwill);

                           (ii) all rights of Aviation under the Master Lease
including leasehold improvements and leases, contracts, plans and commitments
relating to the Assets listed on Disclosure Memorandum, Exhibit A.;

                           (iii) all of Aviation's goodwill relating to the
business of Aviation; and

                           (iv) all right, title and interest of Aviation to
claims and causes of action relating to the Assets arising on or after the
Closing Date.

                           With respect to any losses suffered by Buyer with
respect to the Assets attributable to any event occurring prior to the Closing,
whether or not otherwise indemnified against hereunder, Seller shall assign any
rights which Seller might have to pursue or, if such an assignment is or would
be invalid or unenforceable as against third parties, shall pursue and assert
diligently, in good faith and , any and all remedies Seller may have, and Seller
shall pay over to Buyer any recovery so obtained.

                                       1
<PAGE>

                  (b) Excluded Assets. Notwithstanding the foregoing provisions
                      ---------------
of Section 1(a) above, it is expressly understood and agreed that there shall be
excluded from the Assets being conveyed hereunder the following (the "Excluded
Assets"):

                           (i) all receivables due to Aviation for work
performed and work in progress as of the Closing Date for which invoices have
been issued as of the Closing Date;

                           (ii) all accounts receivable for goods delivered or
services provided prior to the Closing Date for which invoices were issued to
customers on or prior to the Closing Date;

                           (iii) all of Seller's right, title and interest in
prepaid Income Taxes and any claims for refunds with respect to Income Taxes
paid by Seller for any period ending on or before the Closing Date;

                           (iv) all of Seller's right, title and interest in
prepaid insurance or any experience credits, premium deposits or other refunds
under insurance policies or other prepaid expenses including, without
limitation, prepaid rent and prepaid equipment lease payments, to the extent the
same are refundable;

                           (v) all right, title and interest of Aviation to
claims and causes of action relating to the assets, business or operations of
Aviation arising prior to the Closing Date;

                           (vi) cash on hand; and

                           (vii) BP Fuel Contract.

                  (c) Assumption of Liabilities and Obligations. On the Closing
                      -----------------------------------------
Date, subject to the provisions of Section 1(d) below, Buyer shall assume and
agree to pay, perform and discharge the following liabilities and obligations of
Seller to the extent that they relate to the Assets or the business of Aviation
(collectively, the "Assumed Liabilities"):

                           (i) all liabilities and obligations relating to the
Assets arising on or after the Closing Date.

                  (d) Excluded Liabilities. Buyer is not assuming any other of
                      --------------------
the liabilities or obligations of the Seller, known or unknown, which are not
expressly assumed by Buyer pursuant to Section 1(c) above, or which were
incurred prior to the closing date or are shown on the Balance Sheet (as
hereafter defined) of Aviation ("Excluded Liabilities").

         Section 2. PURCHASE PRICE. PAYMENT.
                    -----------------------

                  (a) Purchase Price. The purchase price (the "Purchase Price")
                      --------------
to be paid by Buyer to Aviation on the Closing Date for the Assets shall be Nine
Million Five Hundred Thousand and No/100 Dollars ($9,500,000.00)

In accordance with this Section 2(a), at the Closing, the Purchase Price shall
be delivered by Buyer to Seller as follows: (a) Nine Million and No/100 Dollars
($9,000,000.00) by wire transfer; and (b) Five Hundred Thousand and No/100
Dollars ($500,000.00) paid to the escrow agent pursuant to the Escrow Agreement.

                  (b) Allocation of Purchase Price. The Buyer and Seller agree
                      ----------------------------
that the Purchase Price, including the amount of liabilities assumed by the
Buyer under Section 1(c) hereof and treated as consideration for the Assets
under Section 1060-1T of the Treasury Regulations shall be allocated in
accordance with the rules set forth in Section 1060 of the Internal Revenue Code
of 1986, as amended (the "Code") and the Treasury Regulations promulgated
thereunder. For all purposes hereunder, the parties have agreed to allocate the
Purchase Price as follows:

                                       2
<PAGE>

                           (i)      Leasehold                    $_____________
                           (ii)     Main Hangar/Office Complex   $_____________
                           (iii)    New Hangar/Office Complex    $_____________
                           (iii)    T-Hanger 1                   $_____________
                           (iv)     T-Hanger 2                   $_____________
                           (v)      Fuel Farm                    $_____________
                           (vi)     Parts Inventory and
                                    Other Inventory              $_____________
                           (vii)    Equipment                    $_____________
                           (viii)   Fuel                         $_____________
                           (xi)     Goodwill                     $_____________

                           TOTAL
                                                                 ==============

In the event of any adjustment in the Purchase Price under Section 2(b) hereof,
such increase or decrease as the case may be, shall be allocated in proportion
to the allocation of the Purchase Price as set forth above. Buyer and Seller
shall each prepare Form 8594 or such other forms and returns as may be required
in a manner consistent with the allocation made hereunder and any adjustment
thereto and shall timely file Form 8594 or other required forms or returns with
the Internal Revenue Service. Neither Seller nor Buyer shall take any position
on any Tax form or return or in any tax audit or proceeding that is inconsistent
with such allocation. Buyer and Seller will notify each other as soon as
reasonably practical of any audit adjustment or proposed audit adjustment by any
taxing authority that affects the allocations made hereunder.

         Section 3. THE CLOSING.
                    -----------

                  (a) Time and Place of Closing. The closing of the transaction
                      -------------------------
contemplated by this Agreement (the "Closing") shall take place at Ronson
Aviation, or such other location, on a date (the "Closing Date") on or about
July 30, 2009.

                  (b) Aviation Employees as of the Closing Date. As of said
                      -----------------------------------------
Closing Date, Aviation shall have terminated all its employees and have paid all
accrued salary, vacation pay, sick pay and all other employee benefits. Buyer
will advise Seller no later than ten (10) days prior to the Closing Date of any
Aviation employees which Buyer will not be hiring for its operations and Buyer
will make offers of employment to all other employees of Aviation effective as
of the Closing Date. As part of such offer, Buyer will agree to grandfather
employees who are offered employment under Buyer's employee benefit plans so
that such employees will receive credit for the time employed by Aviation.

                  (c) Due Diligence As Condition Precedent to the Closing. Buyer
                      ---------------------------------------------------
and its representatives shall have completed their financial, supplier,
customer, legal and environmental due diligence review of Seller and their
review of the transactions contemplated hereby within 30 days of the expiration
of the standstill period per the terms of the Stipulation of Settlement
Agreement dated October 12, 2007 by and among Ronson Corporation and certain of
its shareholders, as Disclosure Memorandum, Exhibit B, and Buyer in its sole
discretion shall be satisfied with the results of such due diligence review
otherwise Buyer may terminate this Agreement by providing written notice to
Seller at which time this Agreement shall be deemed null and void.

                  (d) Shareholder Approval. Consummation of the transaction
                      --------------------
contemplated by this Agreement requires the approval of the shareholders of
Parent. Such approval is a condition precedent to Closing for both parties.
Prior to the Closing Date, Seller will prepare proxy solicitation materials and
diligently make all necessary SEC filings in cooperation with Buyer. (except
that Seller, at its option, shall not be obligated to make such filings prior to

                                       3
<PAGE>

expiration or waiver of Buyer's financing contingency under Section 7(l)
hereof). Buyer agrees to furnish promptly to Parent all information concerning
Buyer and its affiliates and their respective businesses and affairs which may
be required by applicable Federal securities laws or the SEC for inclusion in
any proxy statement or other solicitation materials relating to the solicitation
of shareholder approval for the transaction contemplated by this Agreement, in
the form required or appropriate for inclusion, and, to the extent reasonably
requested to do so, to cooperate with and assist Parent in the preparation of
all such materials. All information furnished by Buyer concerning Buyer, its
affiliate and their business and affairs, including financial information, shall
(i) be in writing and itemized on an Information Schedule maintained by Buyer
and acknowledged, from time to time, in writing by Seller, (ii) be true and
correct in all material respects, (iii) comply with legal and regulatory
requirements and (iv) not contain any misstatements of material information or
omit any material information regarding Buyer and its business. If, prior to the
shareholders' meeting at which shareholder approval will be solicited, any event
occurs with respect to Buyer or any change occurs with respect to information
supplied by Buyer for inclusion in the proxy statement, Buyer shall promptly
notify Parent of such event and shall cooperate with Parent in the prompt filing
with the SEC of any necessary amendment or supplement to the proxy statement.

         Section 4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
                    ----------------------------------------
represents and warrants to Buyer that, except as set forth in Disclosure
Memorandum, Schedule A:
            ----------

                  (a) Organization and Good Standing.
                      ------------------------------

                           (i) Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey, has all
requisite corporate power to carry on its business as it is now being conducted
and is in good standing and duly qualified to do business in each jurisdiction
where the failure to be so qualified would have a material adverse effect on the
business of Parent and its subsidiaries, taken as a whole. Parent owns
beneficially and of record all of the outstanding capital stock of Aviation.

                           (ii) Aviation is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey,
has all requisite corporate power to carry on its business as it is now being
conducted and is in good standing and duly qualified to do business in each
jurisdiction where the failure to be so qualified would have a material adverse
effect on the business of Aviation. Aviation has no subsidiaries.

                  (b) Authority Execution and Delivery. Subject to Section 3(d),
                      --------------------------------
each of Parent and Aviation has full corporate power and authority to enter into
this Agreement and to sell the Assets in accordance with the terms hereof so as
to vest in Buyer on the Closing Date good and marketable title to the Assets,
free and clear of all claims, liens, pledges, options, charges, security
interests or encumbrances of any nature whatsoever (collectively,
"Encumbrances"). The execution, delivery and performance of this Agreement by
Parent has been duly and effectively authorized by the Board of Directors of
Parent. The execution, delivery and performance of this Agreement by Aviation
has been duly and effectively authorized by the Board of Directors of Aviation
and Parent. No other corporate proceedings on the part of Parent or Aviation are
necessary, except as described in Section 3(d), to authorize this Agreement and
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by each of Parent and Aviation and constitutes the legal, valid and
binding obligation of each of Parent and Aviation, enforceable against each of
Parent and Aviation in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors rights in general, moratorium laws or by general
principles of equity. To the extent there are encumbrances on the Assets, said
encumbrances shall be paid at closing with the proceeds of the closing.

                  (c) Consents, No Conflicts, Etc. Except as contemplated by
                      ---------------------------
this Agreement, neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby nor compliance by Parent
and Aviation with any of the provisions hereof will (with or without the giving
of notice or the passage of time) (i) violate, conflict with, result in a breach
of, constitute a default under, or result in the creation of any Encumbrances
upon the Assets pursuant to, any of the terms, conditions or provisions of (A)
the respective certificate of incorporation or by-laws of Parent and Aviation,
or (B) any material note, bond, mortgage, indenture, deed of trust, lease,

                                       4
<PAGE>

license, agreement, or any other material instrument or obligation to which
either Parent or Aviation is a party, (ii) violate any material order, writ,
injunction, decree, statute, rule or regulation applicable to Parent or Aviation
or any of their respective assets or properties or (iii) require the consent,
approval, permission or other authorization of any court, arbitrator or
governmental, administrative or self-regulatory authority or any other person or
entity, except for violations, conflicts or defaults which would not, or
consents, approvals, permissions or authorizations, the failure of which to
obtain would not, individually or in the aggregate, have a material adverse
effect on the Assets, the business of Aviation or the ability of Parent and
Aviation to consummate the transactions contemplated hereby in accordance with
the terms hereof

                  (d) No Other Agreements to Sell the Assets. Except as
                      --------------------------------------
otherwise provided in the Stipulation of Settlement dated October 12, 2007 among
Ronson Corporation and certain of its shareholders (Disclosure Memorandum,
Exhibit B), Seller has no legal obligation, absolute or contingent, to any other
person or firm to sell any of the Assets (other than in the ordinary course of
business).

                  (e) Copies of Documents. Seller has previously made available
                      -------------------
to Buyer true and complete copies, or forms, of (i) all material agreements,
contracts, leases, insurance policies, undertakings, commitments and
arrangements relating to the Assets and (ii) all material governmental or
regulatory licenses, permits, franchises, approvals and certificates
(collectively, "Permits") required to conduct the business of Aviation.

                  (f) Properties.
                      ----------

                           (i) Aviation has good and marketable title, free and
clear of liens or encumbrances except as described on the 2008 Balance Sheet to
all of its owned properties and assets, tangible and intangible, included in the
Assets.

                           (ii) Each lease, including the Master Lease, pursuant
to which Aviation leases real or personal property and each other material
contract or commitment included in the Assets is valid and enforceable, in full
force and effect, in accordance with its terms and Aviation is not in default
under any provision of any such lease, contract or commitment. No party from
whom Aviation leases real or personal property material to the business of
Aviation and no party which is a party to any lease, contracts or commitment
material to the business of Aviation is in default under any provision of any
such lease, contract or commitment whereby the benefits of such lease, contract
or commitment would not be realized in the future.

                           (iii) Aviation has not received notice of (1) any
violation of any applicable zoning regulation, ordinance or other law, order,
regulation or requirement relating to the operations of its leased real
properties included in the Assets that would materially impair the business or
operations of Aviation or (2) any pending or threatened condemnation proceedings
relating to any of its leased properties included in the Assets.

                           (iv) As of the date hereof, to the best of Seller's
knowledge, the improvements at Aviation's facilities and all machinery and
equipment included in the Assets are in good operating condition for use in the
ordinary course of business, normal wear and tear excepted, except for such
defects as would not substantially interfere with the continued use thereof in
the conduct of normal operations and except for equipment undergoing normal
operational maintenance. Notwithstanding the foregoing, Seller makes no
representations or warranties with respect to the future performance of the
improvements, machinery and equipment included in the Assets.

                  (g) Litigation. Other than as set forth in Disclosure
                      ----------
Memorandum, Schedule A, there is no litigation, proceeding, arbitral action or
            ----------
government investigation pending or threatened against Aviation with respect to
the Assets or the business of Aviation which would have a material adverse
effect on the Assets or the business of Aviation or interfere with the ability
of Seller to consummate the transactions contemplated by this Agreement in
accordance with the terms hereof. To Seller's knowledge, there are no decrees,
injunctions or orders of any court or governmental department or agency
outstanding against Aviation affecting the Assets or the business of Aviation.

                                       5
<PAGE>

                  (h) Compliance with Laws; Permits. Seller, has complied in all
                      -----------------------------
material respects with all applicable Permits, statutes, regulations, orders,
ordinances, rules, licenses, codes, plans, decrees, judgments, injunctions,
notices, or demand letters (including, without limitation, applicable zoning,
environmental, occupational safety and health laws and regulations) of all
governments and other governmental bodies and authorities, and agencies of any
of the foregoing, to which it is subject in connection with the conduct of the
business of Aviation, and any undertakings of Aviation to any of the foregoing,
except for such failures to comply that would not, individually or in the
aggregate, have a material adverse effect on the Assets or the business of
Aviation. Aviation has not received any written notice of such a failure to
comply with any of such Permits, statutes, regulations, orders, ordinances,
rules, licenses, codes, plans, decrees, judgments, injunctions, notices, or
demand letters or undertakings, and Aviation knows of no presently existing
circumstances or changes in Permit conditions which would, individually or in
the aggregate, have a material adverse effect on the Assets or the business of
Aviation. To Aviation's knowledge, there are no products now being manufactured,
sold or distributed by Aviation which at the date hereof would require any
approval of any governmental body, whether federal, state, local or foreign, for
which such approval has not been obtained. No proceedings for the suspension or
cancellation of any Permit maintained by Aviation with respect to the business
of Aviation is pending or, to Aviation's knowledge, threatened.

                  (i) Insurance. The policies of insurance maintained by Seller
                      ---------
with respect to the Assets or the business of Aviation insure the Assets and the
business of Aviation against such losses and risks as are adequate in accordance
with customary industry practice to protect the Assets and the business of
Aviation in the context of Parent's business. Seller has not received notice
from any insurer or agent of such insurer that substantial capital improvements
or other expenditures will have to be made in order to continue such insurance
and, so far as known to Seller, no such improvements or expenditures are
required.

                  (j) No Brokers. Seller has not entered into and will not enter
                      ----------
into any agreement, arrangement or understanding with any person or firm which
will result in the obligation of Buyer to pay any finder's fee, brokerage
commission or similar payment in connection with the transactions contemplated
hereby.

                  (k) Transactions with Certain Persons. No shareholder,
                      ---------------------------------
officer, director or employee of Seller or any of their affiliates or member of
his or her immediate family is presently a party to any material transaction
with Aviation which is other than an arm's-length transaction.

                  (l) Consequences of Sale and Purchase. Seller is not aware
                      ---------------------------------
that any person or entity which now has material business dealings with Aviation
intends to cease to do so as a result of the consummation of the transactions
contemplated by this Agreement.

                  (m) Environmental Matters. Except as disclosed in Disclosure
                      ---------------------
Memorandum, Schedule A:

                           (i) Aviation and this transaction are not subject to
         any reporting requirement in the Industrial Site Recovery Act, N.J.S.A.
         13:1K-6 et seq.

                           (ii) NJDEP issued a letter to Aviation dated Sept.
         12, 2002 requesting additional groundwater monitoring data respecting
         well MW-203 at the Airport, and a Remedial Action Workplan, stating
         that failure to comply may result in enforcement actions and statutory
         penalties. NJDEP considers this letter to still be in effect. According
         to Aviation's environmental consultant, data demonstrates that Aviation
         is not the source of the contamination at MW-203. NJDEP denied the
         request for a NFA letter on March 26, 2003. According to NJDEP,
         "[b]ased on the subsurface investigation completed to date [Mar. 26,
         2003] the Department cannot make a determination as to the source of
         the free product jet fuel found in monitoring well MW-203." Because
         Aviation declined to further investigate or remediate the free product

                                       6
<PAGE>

         conditions associated with MW-203, NJDEP issued a letter dated June 19,
         2003 to Mercer County, as the owner of the Airport, to comply with the
         investigation and remedial action requirements of the Spill Act for
         this area of concern. In connection with this, Aviation filed Ronson v.
         Mercer County, Docket No. MER-L-1219-99, as a cost recovery action and
         an action on a leasehold. This matter is settled in part.
         Correspondence related to the open issue of contamination of MW-203 is
         available for review at Aviation.

                           (iii) Aviation operated oil/water separators, which
         had storage tanks attached to them. The oil/water separator tanks were
         removed and a No Further Action letter is expected from NJDEP shortly.

                           (iv) Except as described in 4(m)(ii) above, to the
         best of Seller's knowledge, there are no uncontrolled Hazardous
         Substances (defined below) and no uncontrolled Hazardous Wastes
         (defined below) present on the Premises including, asbestos, flammable
         substances, explosives, radioactive materials, polychlorinated
         biphenyls ("PCBs"), urea formaldehyde foam insulation, corrosive,
         irritant, biologically infectious materials, garbage, refuse, sludge,
         or toxic chemical waste materials (other than ordinary course garbage
         and refuse of tenants and ordinary course cleaning materials). Except
         as described in 4(m)(ii) above, Seller is not currently identified in
         any litigation, administrative proceeding or investigation as a
         responsible party or potentially responsible party for any liability
         for clean-up costs, natural resource damages or other damages or
         liability for prior disposal or release of Hazardous Substances,
         Hazardous Wastes or other environmental pollutants or contaminants at
         the Premises, and no lien or super- lien has been recorded, filed or
         otherwise asserted against the Premises. For purposes of this
         Agreement, "Hazardous Substances" means those elements and compounds
         which are designated as such in Section 101(14) of the Comprehensive
         Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section
         9601 (14), as amended, all petroleum products, and any other hazardous
         substances as that term may be further defined in any and all
         applicable federal, state and local laws; and "Hazardous Wastes" means
         any hazardous waste as defined in applicable federal or state laws.

                           (v) Except as described in Section 4(m)(i) through
         (iv) above and on Disclosure Memorandum, Schedule A, there has been no
         significant release of hazardous substances, including petroleum
         products, by Seller which has not been reported to the NJDEP, and to
         Seller's knowledge , there is no threat of release of any hazardous
         substances, at or from any facility or at any other location where any
         hazardous substances were generated, manufactured, refined,
         transferred, produced, imported, used, or processed from or by any
         facility or from any other property or asset (whether real, personal or
         mixed) in which Seller has or had an interest. However, except as set
         forth herein, Seller makes no representations about past releases or
         discharges of hazardous substances including petroleum products that
         may have occurred in the ordinary course of fueling, transport and/or
         storage operations at any property or location or by any facility owned
         or leased by Seller.


                                       7
<PAGE>

         (n) Tax Matters.
             -----------

                           (i) None of the Assets directly or indirectly secures
any debt the interest on which is tax-exempt under section 103(a) of the Code.

                           (ii) None of the Assets is "tax-exempt use property"
within the meaning of section 168(h) of the Code

                           (iii) Seller is not a person other than a United
States person within the meaning of the Code.

                           (iv) Aviation has duly filed (or joined in the filing
of) on or before their due dates (including any extensions) all Tax reports and
returns it was required to file (or join in the filing of). All such returns and
reports were accurate and complete in all material respects when filed and were
prepared in conformity with all applicable laws and regulations. All Taxes shown
to be due on such Tax returns and reports or otherwise assessed or due and
payable have been paid in full.

                           (v) The representations and warranties set forth in
subclause (iv) above are only applicable to the extent that the Assets can be
made subject to Tax liens or Buyer can be made liable for Taxes relating to the
matters constituting breaches of such representations and warranties.

                  (o) Disclosure. No representation or warranty made by Seller
                      ----------
in this Agreement or as provided herein contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein not false or misleading.

                  (p) Assets. All the Assets being transferred to Buyer pursuant
                      ------
to this Agreement are owned or leased by Aviation and comprise all those
properties, assets and rights necessary to operate the business of Aviation in
the ordinary course.

                  (q) Government Contracts. Seller has, with respect to
                      --------------------
Aviation, complied in all material respects with all laws, ordinances, rules and
regulations relating to government contracts.

                  (r) Utilities. All public utilities required for the operation
                      ---------
of the Property, including without limitation, water, sewer, gas and electricity
are installed and operating, and all installation charges and connection fees
therefore have been paid in full.

                  (s) Financial Statements. Seller has delivered to Buyer: (a)
                      --------------------
an audited balance sheet of Seller as at December 31, 2008, (the "2008 Balance
Sheet") and the related audited statements of income, changes in Equityholders'
equity, and cash flows for the twelve (12) months then ended (the "2008
Financial Statement") including in each case the notes thereto certified by the
Seller's chief financial officer and the unaudited balance sheet as at March 31,
2009 (the "Interim Balance Sheet") and the related unaudited statements of
income, changes in Equityholders' equity, and cash flows for the three (3)
months then ended (the "Interim Financial Statement"), including in each case
the notes thereto certified by Seller's chief financial officer. Collectively,
the 2008 Financial Statement and the Interim Financial Statement are (the
"Financial Statements"). Such Financial Statements fairly present the financial
condition and the results of operations, changes in Equityholders' equity and
cash flows of Seller as at the respective dates of and for the periods referred
to in such financial statements, all in accordance with GAAP. The Financial
Statements referred to in this Section 4(r) and delivered pursuant to Section
6(j) reflect and will reflect the consistent application of such accounting
principles throughout the periods involved, except as disclosed in the notes to
such Financial Statements. The Financial Statements have been and will be
prepared from and are in accordance with the accounting records of Seller.
Seller has also delivered to Buyer copies of all letters from Seller's auditors
to Seller's members or the audit committee thereof during the thirty-six (36)
months preceding the execution of this Agreement, together with copies of all
responses thereto.

                                       8
<PAGE>

                  (t) No Undisclosed Liabilities. Except as set forth in
                      --------------------------
Disclosure Memorandum, Schedule A, Seller has no Liability except for
Liabilities reflected or reserved against in the 2008 Balance Sheet or the
Interim Balance Sheet and current liabilities determined in accordance with GAAP
incurred in the ordinary course of business of Seller since the date of the
Interim Balance Sheet.

                  (u) No Material Adverse Change. Since the date of the 2008
                      --------------------------
Balance Sheet, there has not been any material adverse change in the business,
operations, prospects, assets, results of operations or condition (financial or
other) of Seller, and no event has occurred or circumstance exists that may
result in such a material adverse change.

                  (v) Employee Benefits.
                      -----------------

                           (i) Seller has maintained workers' compensation
coverage as required by applicable state law through purchase of insurance and
not by self-insurance or otherwise except as disclosed to Buyer on Disclosure
Memorandum, Schedule A.

                           (ii) Except as required by law, the consummation of
the contemplated transactions will not accelerate the time of vesting or the
time of payment, or increase the amount, of compensation due to any director,
employee, officer, former employee or former officer of Seller. There are no
contracts or arrangements providing for payments that could subject any person
to liability for tax under Section 4999 of the Code.

                           (iii) Except for the continuation coverage
requirements of COBRA, Seller has no obligations or potential liability for
benefits to employees, former employees or their respective dependents following
termination of employment or retirement under any of the Employee Plans that are
Employee Welfare Benefit Plans.

                           (iv) All contributions required by the terms of any
multiemployer plan and any collective bargaining agreement have been made when
due; and

                           (v) Seller would not be subject to any withdrawal
liability under Part 1 of Subtitle E of Title IV of ERISA if, as of the date
hereof, Seller were to engage in a "complete withdrawal" (as defined in ERISA
Section 4203) or a "partial withdrawal" (as defined in ERISA Section 4205) from
such Multiemployer Plan.

                  (w) Contracts; No Defaults
                      ----------------------

                           (i) Disclosure Memorandum, Schedule A contains an
accurate and complete list, and Seller has delivered to Buyer accurate and
complete copies, of each Aviation Contract:

                               Disclosure Memorandum, Schedule A sets forth
reasonably complete details concerning such Aviation Contracts, including the
parties to the Aviation Contracts, the amount of the remaining commitment of
Seller under the Aviation Contracts and the location of Seller's office where
details relating to the Aviation Contracts are located.


                           (ii) Except as set forth in Disclosure Memorandum,
Schedule A:

                                (1) each Aviation Contract identified or
required to be identified in Disclosure Memorandum, Schedule A and which is to
be assigned to or assumed by Buyer under this Agreement is in full force and
effect and is valid and enforceable in accordance with its terms;

                                       9
<PAGE>

                                (2) except as to the Master Lease which requires
the consent of the County of Mercer, each Aviation Contract identified or
required to be identified in Disclosure Memorandum, Schedule A and which is
being assigned to or assumed by Buyer is assignable by Seller to Buyer without
the consent of any other Person; and

                           (iii) Except as set forth in Disclosure Memorandum,
Schedule A:

                                (1) Seller is, and at all times since December
31, 2008, has been, in compliance with all applicable terms and requirements of
each Aviation Contract which is being assumed by Buyer;

                                (2) each other person that has or had any
obligation or liability under any Aviation Contract which is being assigned to
Buyer is, and at all times since December 31, 2008, has been, in full compliance
with all applicable terms and requirements of such Aviation Contract;

                                (3) no event has occurred or circumstance exists
that (with or without notice or lapse of time) may contravene, conflict with or
result in a breach of, or give Seller or other person the right to declare a
default or exercise any remedy under, or to accelerate the maturity or
performance of, or payment under, or to cancel, terminate or modify, any
Aviation Contract that is being assigned to or assumed by Buyer;

                                (4) no event has occurred or circumstance exists
under or by virtue of any Aviation Contract that (with or without notice or
lapse of time) would cause the creation of any encumbrance affecting any of the
Assets; and

                                (5) Seller has not given to or received from any
other person, at any time since December 31, 2007, any notice or other
communication (whether oral or written) regarding any actual, alleged, possible
or potential violation or breach of, or default under, any Aviation Contract
which is being assigned to or assumed by Buyer.

                           (iv) There are no renegotiations of, attempts to
renegotiate or outstanding rights to renegotiate any material amounts paid or
payable to Seller under current or completed Aviation Contracts with any Person
having the contractual or statutory right to demand or require such
renegotiation and no such Person has made written demand for such renegotiation.

                  (x) Sufficiency of Assets. Except as set forth in Disclosure
                      ---------------------
Memorandum, Schedule A, the Assets (a) constitute all of the assets, tangible
and intangible, of any nature whatsoever, necessary to operate Sellers' business
in the manner presently operated by Sellers and (b) include all of the operating
assets of Sellers.

                  (y) Solvency
                      --------

                           (i) Seller is not now insolvent and will not be
rendered insolvent by any of the Contemplated Transactions. As used in this
section, "insolvent" means that the sum of the debts and other probable
liabilities of Seller exceed the present fair saleable value of Seller's assets.

                           (ii) Immediately after giving effect to the
consummation of the Contemplated Transactions: (i) Seller will be able to pay
its liabilities as they become due in the usual course of its business; (ii)
Seller will not have unreasonably small capital with which to conduct its
present or proposed business; (iii) Seller will have assets (calculated at fair
market value) that exceed its Liabilities; and (iv) taking into account all
pending and threatened litigation, final judgments against Seller in actions for
money damages are not reasonably anticipated to be rendered at a time when, or

                                       10
<PAGE>

in amounts such that, Seller will be unable to satisfy any such judgments
promptly in accordance with their terms (taking into account the maximum
probable amount of such judgments in any such actions and the earliest
reasonable time at which such judgments might be rendered) as well as all other
obligations of Seller. The cash available to Seller, after taking into account
all other anticipated uses of the cash, will be sufficient to pay all such debts
and judgments promptly in accordance with their terms.

         Section 5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby
                    ---------------------------------------
represents and warrants to Seller that, except as set forth in Disclosure
Memorandum, Schedule B:
            ----------

                  (a) Organization and Good Standing. Buyer is a limited
                      ------------------------------
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware, has all requisite power and authority to
carry on its business as it is now being conducted and is in good standing and
duly qualified to do business in each jurisdiction where the failure to be so
qualified would have a material adverse effect on Buyer and its subsidiaries,
taken as a whole.

                  (b) Authority; Execution and Delivery. Buyer has full power
                      ---------------------------------
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof. The execution, delivery
and performance of this Agreement by Buyer have been duly and effectively
authorized by Buyer. No action by the members of the LLC on the part of Buyer
are necessary to authorize this Agreement and the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Buyer and
constitutes the legal, valid and binding obligation of Buyer enforceable against
Buyer in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, or other similar laws affecting the enforcement of
creditors' rights in general, moratorium laws or by general principles of equity

                  (c) Consents, No Conflicts, Etc. Neither the execution and
                      ---------------------------
delivery of this Agreement, the consummation by Buyer of the transactions
contemplated hereby nor compliance by Buyer with any of the provisions hereof
will (with or without the giving of notice or the passage of time) (i) violate,
conflict with, result in a breach of, constitute a default under, or result in
the creation of any Encumbrances upon the assets of Buyer or any of its
subsidiaries pursuant to, any of the terms, conditions or provisions of (1) the
certificate of formation of Buyer or (2) any material note, bond, mortgage,
indenture, deed of trust, lease, license, agreement or any other material
instrument or obligation to which Buyer or any of its subsidiaries is a party,
(ii) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Buyer or any of its subsidiaries or any of their respective assets
or properties, or (iii) require the consent, approval, permission or other
authorization of any court, arbitrator or governmental, administrative, or
self-regulatory authority or any other person or entity; except for violations,
conflicts or defaults which would not, or consents, approvals, permissions or
authorizations the failure of which to obtain would not, individually or in the
aggregate, have a material adverse effect on Buyer and its subsidiaries, taken
as a whole, or on the ability of Buyer to consummate the transactions
contemplated hereby in accordance with the terms hereof

                  (d) No Brokers. Buyer has not entered into and will not enter
                      ----------
into any agreement, arrangement or understanding with any person or firm which
will result in the obligation of Seller to pay any finder's fee, brokerage
commission or similar payment in connection with the transactions contemplated
hereby.

                  (e) Disclosure. No representation or warranty made by Buyer in
                      ----------
this Agreement or as provided herein contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
contained herein not false or misleading.

         Section 6. CERTAIN COVENANTS AND AGREEMENTS.
                    --------------------------------

                  (a) Nondisclosure. Seller shall not, at any time after the
                      -------------
Closing, divulge, furnish to or make accessible to anyone other than Buyer any
knowledge or information with respect to processes, inventions, discoveries,
improvements, formulae, plans, material, devices or ideas or know-how, whether
patentable or not, in

                                       11
<PAGE>

each case that are proprietary and confidential to Aviation or with respect to
any confidential and proprietary aspects of Aviation's business (including
without limitation, customer lists, supplier lists and pricing arrangements with
customers or suppliers) ("confidential information"); provided, that nothing
                                                      --------
herein shall prohibit Seller from complying with any order or decree of any
court of competent jurisdiction or governmental authority, but Seller shall, to
the extent reasonably practicable, give Buyer timely notice of the receipt of
any such order or decree.

         Any information, which (i) at or prior to the time of disclosure by
Seller was generally available to the public through no breach of this covenant,
(ii) was available to the public on a nonconfidential basis prior to its
disclosure by Seller or (iii) was made available to the public from a third
party provided that such third party did not obtain or disseminate such
information in breach of any legal obligation to Seller, shall not be deemed
confidential information for purposes hereof, and the undertakings in this
covenant with respect to confidential information shall not apply thereto.

                  (b) Conduct of Business. From the date hereof through the
                      -------------------
Closing Date, (i) Seller shall not take any action that would result in or by
unreasonable inaction permit to occur any material change in the business
conducted by Aviation, and (ii) Seller shall operate the business of Aviation in
the ordinary course, and (iii) comply with the terms and conditions of the
Master Lease.

                  (c) Changes in Representations and Warranties. Between the
                      -----------------------------------------
date of this Agreement and the Closing Date, Seller shall use its best efforts
to not enter into any transaction, take any action, or by unreasonable inaction
permit an event to occur, which would result in any of its representations and
warranties herein contained not being true and correct in any material respect
at and as of the Closing Date. Seller shall promptly give written notice to
Buyer and Buyer shall promptly give written notice to Seller upon becoming aware
of (i) any fact which, if known on the date hereof, would have been required to
be set forth or disclosed pursuant to this Agreement and (ii) any impending or
threatened breach in any material respect of any of the representations and
warranties contained in this Agreement and with respect to the latter shall use
all reasonable efforts to remedy same.

                  (d) Mutual Cooperation. The parties hereto shall cooperate
                      ------------------
with each other, and shall use all reasonable efforts to cause the fulfillment
of the conditions to the parties' obligations hereunder and to obtain as
promptly as possible all consents, authorizations, orders or approvals from each
and every third party, whether private or governmental, required in connection
with the transactions contemplated by this Agreement.

                  (e) Access to Business. Seller shall, from the date hereof up
                      ------------------
to and including the Closing Date, permit Buyer and Buyer's attorneys,
accountants, agents and representatives full access to the books, records,
business, assets and employees of Aviation at any reasonable time during normal
business hours and in any reasonable manner, upon reasonable notice and without
undue interruption to the business of Aviation. Buyer shall have the right,
after consultation with and under the supervision of Seller, to meet with
customers and suppliers of Aviation (but only in the presence of Wolcott R.
Blair and such other representative of Seller as Seller shall designate), and
Seller shall give Buyer full cooperation with respect thereto as reasonably
requested.

                  (f) Further Assurances. From and after the Closing Date, from
                      ------------------
time to time at the others' request and without further consideration, Seller
and Buyer shall execute and deliver such other instruments and take such actions
with respect to the Assets and the other transactions contemplated herein as
Buyer or Seller may reasonably require.

                  (g) Names.
                      -----

                           (i) Seller is the owner of all right, title and
interest in the name "RONSON AVIATION" and all goodwill associated therewith.
Notwithstanding Seller's rights, from and after the Closing, Buyer shall have
the limited right, to the exclusion of Seller, to use the trade name "Ronson
Aviation"; provided, however, that Buyer shall use such names only in connection
           --------  -------
with the business conducted by Aviation at the time of the Closing and shall not
engage in any activity which is competitive with, or which may be confused with,

                                       12
<PAGE>

Seller, Ronson Consumer Products Corporation, or the name "RONSON". Buyer shall
have no right to the use of any variants or derivations of the names "Ronson
Aviation" or to sell or assign the use of the names to any other person or
entity; provided, however, that Buyer may sell or assign the names "Ronson
        --------  -------
Aviation" to a person or entity purchasing Buyer's business and associated
assets so long as the names are only used in connection with the fixed base
operations, building and ramp, fuel services, aircraft maintenance and avionics
operations at Trenton Mercer County Airport in Trenton, New Jersey, all being
sold to Buyer hereunder and the Buyer is bound by the limitations respecting use
of the name "Ronson Aviation" hereunder.

                           (ii) In the event of any actual confusion between
Buyer and Seller resulting from Buyer's limited right to use the name "Ronson
Aviation, Inc.", Buyer agrees to take such reasonable steps as may be necessary
to prevent any further confusion, including, for example, indicating in publicly
distributed literature, brochures, advertising and the like, including its
letterhead, that Buyer is not affiliated with Seller.

                           (iii) Parent and Aviation shall not be restricted in
any manner from using the name "Ronson" in connection with any business.

                                       13
<PAGE>

                  (h) Tax Matters.
                      -----------

                           (i) No new elections with respect to Taxes, or any
changes in current elections with respect to Taxes, affecting the Assets shall
be made after the date of this Agreement without the prior written consent of
Buyer.

                           (ii) Buyer shall be responsible for all sales and use
Taxes payable in connection with the sale, transfer, assignment and delivery of
the Assets pursuant to this Agreement.

                           (iii) Seller shall be responsible for any and all
transfer, documentary and other similar Taxes and all recording and filing fees
payable in connection with the sale, transfer, assignment and delivery of the
Assets pursuant to this Agreement.

                           (iv) All real and personal property Taxes, water and
sewer rents and similar charges that are attributable to the Tax period in which
the Closing Date occurs shall be prorated on a per diem basis as of the Closing
Date and shall be settled pursuant to Section 2(d) above;

         For purposes of this Agreement:

         "Tax" or "Taxes" shall mean taxes of any kind, liens or other
assessments, customs duties, imposts, charges or fees, including, without
limitation, gross receipts, ad valorem, value-added, excise, real or personal
property, asset, sales, use, stamp, stock transfer, license, payroll,
transaction, capital, net worth and franchise taxes, withholding, employment,
social security, workers' compensation, utility, severance, production,
unemployment compensation, occupation, premium, windfall profits, transfer and
gains taxes or other governmental taxes imposed or payable to the United States,
or any state, county, local or foreign government or subdivision or agency
thereof, and in each instance such term shall include any interest, penalties or
additions to tax attributable to such tax. Notwithstanding the above, Tax or
Taxes shall not include income taxes.

                  (i) Product Liability Insurance. Buyer shall be responsible
                      ---------------------------
for obtaining product liability insurance covering Buyer with respect to
products shipped and services provided on or after the Closing Date.

                  (j) Interim Financial Statements. Until the Closing Date,
                      ----------------------------
Seller shall deliver to Buyer within fifteen (15) days after the end of each
month a copy of the unaudited balance sheet and the related unaudited statements
of income and cash flows for such month prepared in a manner and containing
information consistent with Seller's current practices and certified by Seller's
chief financial officer as to compliance with Section 4(r).

                                       14
<PAGE>

                  (k) Noncompetition, Nonsolicitation and Nondisparagement
                      ----------------------------------------------------

                           (i) Noncompetition. For a period of five (5) years
after the Closing Date, Seller, and each of them, shall not, anywhere in the
States of New York, New Jersey, Delaware and Pennsylvania, directly or
indirectly invest in, own, manage, operate, finance, control, advise, render
services to or guarantee the obligations of any entity engaged in or planning to
become engaged in the general aviation services business ("Competing Business"),
provided, however, that each Seller may purchase or otherwise acquire up to (but
not more than) two percent (2%) of any class of the securities of any entity
(but may not otherwise participate in the activities of such entity) if such
securities are listed on any national or regional securities exchange or have
been registered under Section 12(g) of the Exchange Act.

                           (ii) Nonsolicitation. As it relates to a Competing
Business, each Seller agrees that for a period of five (5) years after the
Closing Date, Seller shall not, directly or indirectly:

                                (1) solicit the business of any Person who is a
customer of Buyer;

                                (2) cause, induce or attempt to cause or induce
any customer, supplier, licensee, licensor, franchisee, employee, consultant or
other business relation of Buyer to cease doing business with Buyer, to deal
with any competitor of Buyer or in any way interfere with its relationship with
Buyer;

                                (3) cause, induce or attempt to cause or induce
any customer, supplier, licensee, licensor, franchisee, employee, consultant or
other business relation of Sellers on the Closing Date or within the year
preceding the Closing Date to cease doing business with Buyer, to deal with any
competitor of Buyer or in any way interfere with its relationship with Buyer; or

                                (4) hire, retain or attempt to hire or retain
any employee or independent contractor of Buyer or in any way interfere with the
relationship between Buyer and any of its employees or independent contractors.

                           (iii) Nondisparagement. After the Closing Date,
Sellers will not disparage Buyer or any of Buyer's members, directors, officers,
employees or agents.

                           (iv) Modification of Covenant. If a final judgment of
a court or tribunal of competent jurisdiction determines that any term or
provision contained in Section 6(k)(i) through 6(k)(iii) is invalid or
unenforceable, then the parties agree that the court or tribunal will have the
power to reduce the scope, duration or geographic area of the term or provision,
to delete specific words or phrases or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable
term or provision. This Section 6(k) will be enforceable as so modified after
the expiration of the time within which Buyer wishes to assume and are
assignable) to Buyer at Closing. The judgment may be appealed. This Section 6(k)
is reasonable and necessary to protect and preserve Buyer's legitimate business
interests and the value of the Assets and to prevent any unfair advantage
conferred on Sellers.

                  (l) Exclusivity. During the term of this Agreement, Seller
                      -----------
will not offer to sell or sell any of the Assets or business of Aviation.
However, notwithstanding anything in this Agreement to the contrary, prior to
obtaining the Parent's shareholders approval of the sale, the Parent and the
Seller shall be expressly permitted to (1) comply with the fiduciary duties of
Parent's directors or other applicable law with regard to a third party proposal
or make any disclosure to the Parent's shareholders if, in the good faith
judgment of the Parent (after taking into account the advice of outside
counsel), failure to do so would be inconsistent with the fiduciary duties of
Parent's directors or other applicable law, and (2) engage in discussions or
negotiations with, or provide confidential information in response to, any third
party proposal, if the Board concludes (after consultation with its legal and

                                       15
<PAGE>

financial advisers) in good faith by majority vote that there is a reasonable
possibility that such third party proposal could constitute a superior proposal.

         Section 7. CONDITIONS TO OBLIGATIONS OF BUYER. The obligation of Buyer
                    ----------------------------------
to consummate the transactions contemplated by this Agreement shall be subject
to the fulfillment or the waiver by Buyer, within the time period specified in
each condition or, absent a specified time period, on or prior to the Closing
Date, of the following conditions:

                  (a) Representations and Warranties True at the Closing Date.
                      -------------------------------------------------------
The representations and warranties of Seller contained in this Agreement shall
be deemed to have been made on and as of the Closing Date and shall then be true
and correct in all material respects and on the Closing Date Seller shall have
delivered to Buyer an officer's certificate to such effect.

                  (b) Seller's Performance. Each of the obligations of Seller to
                      --------------------
be performed on or before the Closing Date, pursuant to the terms of this
Agreement, shall have been duly performed in all material respects by the
Closing Date, and on the Closing Date Seller shall have delivered to Buyer an
officer's certificate to such effect.

                  (c) Instruments of Conveyance and Transfer; At the closing,
                      --------------------------------------
Seller shall have delivered to Buyer such bills of sale, endorsements,
assignments including assignments of leases and contracts and other good and
sufficient instruments of conveyance and transfer, in form and substance
reasonably satisfactory to Buyer and its counsel, as are effective to vest in
Buyer good and marketable title to the Assets. Simultaneously with such
delivery, Seller shall take or cause to be taken all such other steps as are
reasonably necessary to put Buyer in actual possession and operating control of
the Assets.

                  (d) Approvals and Consents. (i) Seller and Buyer shall work
                      ----------------------
together to obtain and deliver to Buyer all requisite approvals and consents
from governmental or regulatory bodies or agencies, whether federal, state,
local or foreign, as set forth in Disclosure Memorandum, Schedule D, which are
material to the consummation of the transactions contemplated hereby and (ii)
Seller and Buyer shall work together to obtain and deliver to Buyer all
requisite approvals and consents pursuant to leases, contracts, agreements,
permits or licenses, as set forth in Disclosure Memorandum, Schedule C, which
are material to the consummation of the transactions contemplated hereby; and
(iii) The closing of this transaction is subject to the written approval of the
County of Mercer of the assignment to the Buyer of the Master Lease, including
written confirmation from the County that the lease term expires no earlier than
May 31, 2032, within thirty (30) days of the date hereof, which Buyer and Seller
may extend for an additional sixty (60) days consistent with the sixty (60) day
period provided in Section 19 of this Agreement.

                  (e) Litigation. As of the Closing Date, there shall not be in
                      ----------
effect any litigation, judgment, order, injunction or decree of any court of
competent jurisdiction, the effect of which is to prohibit or restrain the
consummation of the transactions contemplated by this Agreement.

                  (f) No Material Adverse Change. There shall not have occurred
                      --------------------------
since the date hereof any material adverse change in the business, assets,
liabilities, earnings or financial condition of Aviation.

                  (g) No Change in Law. There shall not have been any action, or
                      ----------------
any statute enacted, by any government or agency thereof which would in any
material respect prohibit or render the parties unable to consummate the
transactions contemplated herein or make the transactions contemplated herein
illegal.

                  (h) Seller's Failure to Meet Certain Conditions. In the event
                      -------------------------------------------
Seller fails to meet the conditions set forth in subparagraphs (d), (f) and (g)
of this paragraph within the time period set forth in Section 19, Buyer shall be
entitled to cancel this Agreement. In such event neither party shall have any
rights or obligations against the other.

                  (i) Financing Contingency. Buyer shall have obtained by the
later of (i) the expiration of the Due Diligence Period; or (ii) the written

                                       16
<PAGE>

consent from the County of Mercer to the terms of Paragraph 7(j) below, on terms
and conditions satisfactory to it, a commitment for financing in order to
consummate the transactions contemplated hereby, which, if not obtained or
waived within such period, will entitle Buyer to terminate this Agreement by
written notice to Seller within such period failing which this condition shall
be deemed waived by Buyer;

                  (j) County of Mercer Lease Assignment. Buyer shall have
obtained a written consent from the County of Mercer, if requested by Buyer's
lender, to the collateral assignment of the Master Lease and/or consent to a
leasehold mortgage from the landlord or other party whose consent thereto is
required under the Master Lease in form and substance satisfactory to Buyer and
Buyer's lender.

         Section 8. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of
                    -----------------------------------
Seller to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment, or the waiver by Seller, on or prior to the Closing
Date, of the following conditions:

                  (a) Representations and Warranties True at the Closing Date.
                      -------------------------------------------------------
The representations and warranties of Buyer contained in this Agreement shall be
deemed to have been made at and as of the Closing Date and shall then be true
and correct in all material respects, and on the Closing Date Buyer shall have
delivered to Seller an officer's certificate to such effect.

                  (b) Buyer's Performance. (i) Each of the obligations of Buyer
                      -------------------
to be performed on or before the Closing Date, pursuant to the terms of this
Agreement, shall have been duly performed in all material respects by the
Closing Date, and on the Closing Date Buyer shall have delivered to Seller an
officer's certificate to such effect, (ii) Buyer shall have paid the Purchase
Price in accordance with Section 2 above and (iii) Buyer shall have delivered to
Seller an instrument of assumption in form and substance reasonably satisfactory
to Seller and its counsel pursuant to which Buyer shall assume the Assumed
Liabilities.

                  (c) Approvals and Consents. (i) Buyer shall have obtained and
                      ----------------------
shall have delivered to Seller all requisite approvals and consents from
governmental or regulatory bodies or agencies, whether federal, state, local and
foreign, which are material to the consummation of the transactions contemplated
hereby and (ii) Buyer shall have obtained and shall have delivered to Seller all
requisite approvals and consents pursuant to leases, mortgages, contracts,
agreements, permits or licenses, which are material to the consummation of the
transactions contemplated hereby.

                  (d) Litigation. As of the Closing Date, there shall not be in
                      ----------
effect any judgment, order, injunction or decree of any court of competent
jurisdiction, the effect of which is to prohibit or restrain the consummation of
the transactions contemplated by this Agreement.

                  (e) No Change in Law. There shall not have been any action, or
                      ----------------
any statute enacted, by any government or agency thereof which would in any
material respect prohibit or render the parties unable to consummate the
transactions contemplated herein or make the transactions contemplated herein
illegal.

         Section 9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.
                    -----------------------------------------------------------
All statements contained in Disclosure Memorandum, Schedules or in any'
certificate or instrument of conveyance delivered by or on behalf of the parties
pursuant to this Agreement or in connection with the transactions contemplated
hereby shall be deemed representations and warranties by the parties hereunder.

                  (a) Survival of Representations, Warranties, Etc. The
                      --------------------------------------------
representations and warranties of the parties made in or pursuant to this
Agreement shall survive the Closing and shall terminate two years from the
Closing Date and all representations and warranties related to any claim
asserted in writing prior to two years from the Closing Date shall survive until

                                       17
<PAGE>

such claim shall be resolved and payment in respect thereof, if any is owing,
shall be made except that:

                  (i) with respect to a breach of any of the representations and
         warranties set forth in Section 4(h) (Compliance with Laws; Permits),
         Section 4 (m) (Environmental Matters), and Section 4(n) (Tax Matters),
         the applicable survival date shall be the respective Statute of
         Limitations under the laws of the State of New Jersey for a claim under
         Section 4(h), Section 4(m), and Section 4(n); and

                  (ii) with respect to a breach of any of the representations
         and warranties set forth in Section 4(a) (Organization and Good
         Standing), the applicable survival date shall be the respective Statute
         of Limitation under the laws of the State of New Jersey for a claim
         under Section 4(a).

                  (b) Seller's Agreement to Indemnify. Seller shall each,
                      -------------------------------
jointly and severally, indemnify Buyer and each of Buyer's officers, directors,
employees, agents, representatives, affiliates, successors and permitted assigns
(collectively, the "Buyer Parties") and hold each of them harmless from and
                    -------------
against and pay on behalf of or reimburse such Buyer Parties in respect of any
loss, liability, demand, claim, Action, cause of action, cost, damage, Tax,
penalty, fine or expense, whether or not arising out of third party claims
(including interest, penalties, reasonable attorneys' fees and expenses, court
costs and all reasonable amounts paid in investigation, defense or settlement of
any of the foregoing) (collectively, "Losses") which any such Buyer Party may
                                      ------
suffer, sustain or become subject to, as a direct result of:

         i.       the material breach of any representation or warranty made by
                  Seller contained in this Agreement, the other transaction
                  documents, any Exhibit or Schedule of the Disclosure
                  Memorandum, or any certificate delivered by Seller to Buyer
                  with respect hereto or thereto in connection with the Closing,
                  provided, however, Buyer shall not be entitled to
                  reimbursement for claims by third parties unless the third
                  party prevails in its claim against Buyer;

         ii.      the breach of any covenant or agreement made by Seller
                  contained in this Agreement, the other transaction documents,
                  any Exhibit or Schedule of the Disclossure Memorandum or any
                  certificate delivered by Seller or any Equityholder to Buyer
                  with respect hereto or thereto in connection with the Closing;

         iii.     any claim for payment of fees and/or expenses as a broker or
                  finder in connection with the origin, negotiation or execution
                  of this Agreement or the other transaction documents or the
                  consummation of the transactions contemplated hereby based
                  upon any alleged agreement, arrangement or understanding
                  between the claimant and Seller or any of their respective
                  agents or representatives;

         iv.      any Excluded Liability or Excluded Asset (or the assertion of
                  any Action, demand, proceeding, investigation or claim by any
                  third party or Governmental Entity against Buyer relating to,
                  resulting from, in connection with, incidental to or by virtue
                  of any Excluded Liability or Excluded Assets); or

         v.       any environmental remediation liabilities, claims or
                  enforcement actions by the NJDEP against the assets of
                  Aviation regarding the Environmental Matters described in
                  Section 4(m) as further detailed in Disclosure Memorandum,
                  Schedule A.

                  (c) Buyer's Agreement to Indemnify. Buyer shall fully
                      ------------------------------
indemnify and hold harmless Seller and its officers, directors, employees and
affiliates against and in respect of any and all Losses resulting from (i) any
misrepresentation or breach of any representation, warranty, covenant or

                                       18
<PAGE>

agreement by Buyer made in this Agreement or in any certificate or instrument
delivered pursuant hereto, (ii) any of the Assumed Liabilities and (iii) Buyer's
ownership of the Assets and operation of the business of Aviation from and after
the Closing Date.

                  (d) Third Party Claims. Promptly after the receipt by any
                      ------------------
party hereto of notice of any claim, action, suit or proceeding of any third
party which is subject to indemnification hereunder, such party (the
"Indemnified Party") shall give written notice of such claim to the party
obligated to provide indemnification hereunder (the "Indemnifying Party") as
promptly as practicable after receipt of notice thereof, stating the nature and
basis of such claim and the amount thereof, to the extent known. Failure of the
Indemnified Party to give such notice shall not relieve the Indemnifying Party
from any liability which it may have on account of this indemnification or
otherwise, except to the extent that the Indemnifying Party is materially
prejudiced thereby. The Indemnifying Party shall have the right to assume the
defense of, or otherwise contest, such claim, action, suit or proceeding with
counsel reasonably satisfactory to the Indemnified Party; however, if the
                                                          -------
defendants in any such actions include both the Indemnified Party and the
Indemnifying Party and the Indemnified Party shall have reasonably concluded
that there may be legal defenses or rights available to it which are different
from, in actual or potential conflict with, or additional to those available to
the Indemnifying Party, the Indemnified Party shall have the right to select one
law firm to act as separate counsel, on behalf of such Indemnified Party. Upon
the election by the Indemnifying Party to assume the defense of, or otherwise
contest, such litigation, proceeding, or other action, the Indemnifying Party
shall not be liable for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof unless (1) the
Indemnified Party shall have employed such counsel in connection with the
assumption of legal defenses or assertion of rights in accordance with the
provision of the preceding sentence or (2) the Indemnifying Party fails to take
reasonable steps necessary to diligently defend such claim within 20 days after
receiving notice from the Indemnified Party stating that the Indemnified Party
believes the Indemnifying Party has failed to take such steps, in which case the
Indemnified Party may assume its own defense and the Indemnifying Party shall be
liable for payment of any expenses therefore within thirty' (30) days after
incurrence thereof by the Indemnified Party. The parties agree to cooperate in
any such defense and to give each other full access to all information relevant
thereto. The Indemnifying Party shall not be obligated to indemnify the other
party hereunder for any settlement entered into without the Indemnifying Party'
s prior written consent, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, at any time after the Indemnifying Party has
failed to discharge its liability for legal and other expenses pursuant to the
second preceding sentence hereof, which failure shall not have been cured, or at
any time the Indemnifying Party is subject to a bankruptcy case pursuant to
Chapter 7 or Chapter 11 of the Bankruptcy Code, if the Indemnified Party shall
propose to settle a claim as to which it intends to seek indemnity, it shall
provide the Indemnifying Party with twenty-one (21) days' written notice of such
proposed settlement, and the Indemnifying Party shall, within such period either
(i) consent to the terms of the proposed settlement or (ii) provide the
Indemnified Party with (A) a written notice of objection to the proposed
settlement, with a statement of reason, (B) reasonable evidence that the
financial condition of the Indemnifying Party is sufficient to permit it to pay
a judgment-for the full amount being sought by the third party claimant (or, at
the Indemnified Party's request, a letter of credit in such amount) and (C) an
undertaking to satisfy any such judgment.

                  (e) Remedies Exclusive. Except as to the obligations of Seller
                      ------------------
to sell, convey, transfer and deliver the Assets and Buyer to deliver the
purchase price and assume the Assumed Liabilities provided for in Section 1(c)
hereof and subject to the provisions below, the sole and exclusive remedies of
any party to this Agreement for any claim hereunder against any other party
hereto shall be the indemnification provided in this Section 9, and each party
agrees that it will not pursue any other remedy with respect thereto except that
any party hereto may seek specific performance or other appropriate equitable
relief if any party should breach its obligations set forth in Sections 1 or 2
above.

                  (f) Escrow Agreement. At Closing, Buyer, Seller, and
                      ----------------
__________ Bank as the Escrow Agent, shall execute the Escrow Agreement in the
form attached to the Disclosure Memorandum, as Exhibit C. The sum of Five
Hundred Thousand and No/100 Dollars ($500,000.00) of the Cash Consideration
shall be deposited in escrow under the Escrow Agreement with the Escrow Agent
for a period not to exceed the 15-month anniversary from the Date of Closing. If
Buyer is the Indemnified Party with respect to a claim that provides that the
Seller is the Indemnifying Party and Buyer provides written notice of a claim
hereunder, the Buyer may also give a notice of such

                                       19
<PAGE>

claim in such amount under the Escrow Agreement. Neither the exercise of nor the
failure to give a notice of a claim under the Escrow Agreement will constitute
an election of remedy or limit Buyer or Seller in any manner in the enforcement
of any other remedies that may be available to it. Seller and Buyer shall each
pay one-half (1/2) of the Escrow Agents fees and expenses.

         Section 10. BULK SALES ACTS. Seller will comply with the Bulk Sales Act
                     ---------------
in effect in New Jersey. Within fifteen (15) days of the execution of this
Agreement, Seller shall apply to the Division of Taxation of the State of New
Jersey for a Tax Clearance Certificate for the transaction herein contemplated.
At the closing, Seller shall present the letter received from the Division of
Taxation in response to the application. Seller agrees to place into escrow with
the Escrow Agent such amount, if any, that the Division may request in its
response to Seller's application. The Escrow Agent may release the amount so
placed into escrow upon receipt of notice from the Division of Taxation that the
escrow may be released to Seller. Seller agrees that the amount placed into
escrow shall be treated as received by the Seller for purposes of compliance
with the delivery of the Purchase Price as set forth in Section 2(a) hereof.

         Section 11. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS
                     ----------
AGREEMENT, NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, ARE MADE
WITH RESPECT TO THE TITLE, MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF ANY OF THE ASSETS OF AVIATION, INCLUDING WITHOUT LIMITATION,
WITH RESPECT TO ANY PERSONAL PROPERTY, EQUIPMENT OR FIXTURES, (i) ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OR (iii) ANY CLAIM BY BUYER FOR DAMAGE BECAUSE
OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE EXPRESS INTENTION OF SELLER
AND BUYER THAT THE ASSETS OF AVIATION BEING TRANSFERRED TO BUYER HEREUNDER BE
TRANSFERRED, EXCEPT AS SET FORTH IN SECTION 4(f)(iv), IN THEIR PRESENT CONDITION
AND STATE OF REPAIR, "AS IS" AND "WHERE IS," WITH ALL FAULTS.

         Section 12. EXPENSES. Seller agrees that all fees and expenses incurred
                     --------
by Seller in connection with the negotiation, preparation, execution or
performance of this Agreement shall be borne by Seller and Buyer agrees that all
fees and expenses incurred by Buyer in connection with the negotiation,
preparation, execution or performance of this Agreement shall be borne by Buyer.

         Section 13. WAIVER. Any of the terms or conditions of this Agreement
                     ------
may be waived at any time and from time to time in writing by the party entitled
to the benefits thereof without affecting any other terms or conditions of this
Agreement.

         Section 14. NOTICES, ETC. All notices, requests, demands and other
                     ------------
communications hereunder shall be in writing and shall be deemed to have been
duly given, if delivered in person or by courier, telegraphed, telexed or by
facsimile transmission or mailed by certified or registered mail, postage
prepaid:

If to Seller:              c/o Ronson Corporation
                           Corporate Park III
                           P.O. Box 6707
                           Somerset, New Jersey 08875-6707
                           Att:     Louis V. Ronson II,
                                    President and Chief Executive Officer
                           Telephone:       (732) 469-8300
                           Telecopier:      (732) 469-6079

with a copy to:   Szaferman, Lakind, Blumstein & Blader, P.C.
                           Quakerbridge Executive Center
                           101 Grovers Mill Road, Suite 104

                                       20
<PAGE>

                           Lawrenceville, New Jersey 08648
                           Att:     Barry D. Szaferman, Esq.
                                    Lionel J. Frank, Esq.
                           Telephone:       (609) 275-0400
                           Telecopier:      (609) 275-4511

If to Buyer:      Hawthorne TTN Holdings, LLC
                           3955 Faber Place Drive, Suite 301
                           North Charleston, South Carolina 29405
                           Att:     Steven Levesque
                           President
                           Telephone:       (843)553-2203
                           Telecopier:      (843)576-0109

with a copy to:     Warren & Sinkler, L.L.P.
                           171 Church Street, Suite 340
                           Charleston, SC 29401
                           Att:     John H. Warren, III Esquire
                           Telephone:       (843)577-0660
                           Telecopier:      (843)577-6843

Any party may, by written notice to the other, change the address to which
notices to such party are to be delivered or mailed.

         Section 15. ENTIRE AGREEMENT: AMENDMENT. This Agreement sets forth the
                     ---------------------------
entire agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior agreements, arrangements and
understandings relating to the subject matter hereof and thereof including all
such agreements, arrangements and understandings between Seller and Buyer. No
representation, promise, inducement or statement of intention has been made by
Seller or Buyer which is not embodied in this Agreement, the Disclosure
Memorandum, Schedules, or the written statements, certificates or other
documents delivered pursuant hereto, and neither Seller nor Buyer shall be bound
by or liable for any alleged representation, promise, inducement or statement of
intention not so set forth. This Agreement may be amended or modified only by a
written instrument executed by Seller and Buyer or by their permitted successors
and assigns

         Section 16. PRESS RELEASES. Neither Seller nor Buyer shall issue any
                     --------------
press releases or make any public announcements of any of the transactions
contemplated by this Agreement except as may be mutually agreed to in writing by
Seller and Buyer after the execution of this Agreement; provided, that Seller
                                                        --------
and Buyer shall be permitted, upon prior notice to the other parties, to make
such disclosures to the public or governmental authorities as their respective
counsel shall deem necessary to maintain compliance with, or to prevent
violation of, applicable laws.

         Section 17. GENERAL. This Agreement: (i) shall be construed and
                     -------
enforced in accordance with the laws of the State of New Jersey without giving
effect to the choice of law principles thereof; (ii) shall inure to the benefit
of and be binding upon the permitted successors and assigns of Seller and Buyer,
nothing in this Agreement, expressed or implied, being intended to confer upon
any other person any rights or remedies hereunder; that no party may assign its
rights or obligations hereunder without the prior written consent of the other;
and (iii) may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. The Section and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         Section 18. SEVERABILITY. To the extent that any provision of this
                     ------------
Agreement which does not materially affect the intent of the parties hereto
shall be invalid or unenforceable, it shall be considered deleted here from and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect. In furtherance and not in limitation of

                                       21
<PAGE>

the foregoing, if the duration or geographic extent of, or business activity
covered by, any provision of this Agreement shall be in excess of that which is
enforceable under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may be validly and
enforceably covered.

         Section 19. TERMINATION AND ABANDONMENT.This Agreement may be
                     ---------------------------
terminated and the transactions contemplated hereby abandoned (i) by the mutual
consent of Seller and Buyer; (ii) by Buyer, on the one hand, or by Seller, on
the other hand, at any time after July 30, 2009 (or such later date as shall
have been agreed to in writing by them) if for any reason the transactions
contemplated hereby shall not by such date have been consummated, except,
however, in the event of delay due to regulatory bodies, Buyer and Seller agree
to extend the Agreement for an additional 60 days; or (iii) by Seller or the
Parent, in the event that the Board or a committee thereof recommends or
approves a third party proposal. A third party proposal shall mean any inquiry,
proposal or offer from any person that is not an affiliate of the Parent or the
Buyer relating to, or that is reasonably likely to lead to any merger,
consolidation, or business combination, recapitalization, financing,
refinancing, restructuring or reorganization involving Parent, Seller and/or any
affiliate thereof, a sale of assets that constitutes or represents 10% or more
of the consolidated assets of Parent or Seller and their subsidiaries, taken as
a whole, a sale of shares of capital stock of Parent or Seller or any of their
subsidiaries that would result in any person beneficially owning 10% or more of
any class or series of equity securities of Parent or Seller or any of their
subsidiaries or any similar transactions involving Parent or Seller or any of
their subsidiaries, other than the transactions required by this Agreement, or
the consummation of any other transaction or the entering into of any other
agreement or arrangement with respect to any other transaction, the effect of
which would have the same result as the transactions described above. In the
event that this Agreement is terminated by the Parent and the Seller pursuant to
(iii) above as a consequence of the Parent's Board's determination to accept a
third party proposal (other than as a result of the Stipulation of Settlement
dated October 12, 2007 among Ronson Corporation and certain of its shareholders
(Disclosure Memorandum, Exhibit B ), including any transaction pursuant
thereto)) and the transaction contemplated by such third party proposal is
ultimately consummated, the Parent shall pay to the Buyer a termination fee in
the amount of Four Hundred Thousand and No/100 Dollars ($400,000.00) which fee
shall be payable within fifteen (15) days of the consummation of such
transaction. In the event this Agreement is terminated by Seller pursuant to
(ii) above, Seller will repay to Buyer its actual accounting fees, environmental
expenses and legal fees incurred with respect to this Agreement and due
diligence hereunder, not to exceed One Hundred Fifty Thousand and No/100 Dollars
($150,000.00), and such amount to be payable within fifteen (15) days after any
such termination by Seller.


                                       22
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written.


                                              RONSON CORPORATION


                                     BY :     /s/ Joel Getzler
                                              ---------------------------
                                              Joel Getzler
                                              Chief Reconstruction Officer



                                              RONSON AVIATION, INC.


                                     BY :     /s/ Joel Getzler
                                              ---------------------------
                                              Joel Getzler
                                              Chief Reconstruction Officer



                                              HAWTHORNE TTN HOLDINGS, LLC


                                     BY :     /s/ Steven Levesque
                                              ---------------------------
                                              Steven Levesque
                                              President, Hawthorne Corp.
                                              Managing Member




                                       23

<PAGE>

	Page
SUMMARY TERM SHEET	3

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION	12

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING	13

THE SPECIAL MEETING	19
Time, Place and Purpose of the Special Meeting	19
Board Recommendation	19
Record Date, Quorum and Voting	19
Required Vote; Abstentions; Broker Non-Votes	20
Proxies; Revocation	20
Expense of Proxy Solicitation	20
Shareholder List	21

SPECIAL RISK CONSIDERATIONS	22
Special Risk Considerations Regarding the Sale Transactions	22
Special Risk Considerations Regarding Our Company if the Consumer Products Division Sale is Consummated but the Aviation Division Sale is Not Consummated	24
Special Risk Considerations Regarding Our Company if the Aviation Division Sale is Consummated but the Consumer Products Division Sale is not Consummated	25

BACKGROUND OF THE SALE TRANSACTIONS	27
Overview	27
Recent Events	27
Background of the Aviation Division Sale	28
Negotiations with Hawthorne	29
Deliberations Concerning the Aviation Division Sale and Compliance with Steel Partners Settlement	30
Background of the Consumer Products Division Sale	31
Litigation with Zippo	32
Negotiations with Zippo	32
Deliberations Concerning the Consumer Products Sale	33

PROPOSAL NO. 1 SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE AVIATION DIVISION	34
The Companies	34
Proceeds from the Aviation Division Sale	35
Reasons for the Aviation Division Sale	35
Regulatory Approvals	36
Interests of Certain Persons in the Aviation Division Sale	36
Absence of Appraisal Rights	37
Accounting Treatment	37
Material U.S. Federal and State Income Tax Consequences	37
Vote Required	38
Recommendation of the Board of Directors	38

The Aviation Sale Agreement	39

OPINION OF OUR FINANCIAL ADVISOR REGARDING THE FAIRNESS OF THE AVIATION DIVISION SALE	44

PROPOSAL NO. 2 SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE CONSUMER PRODUCTS DIVISION	51
Parties to the Consumer Products Division Sale	51
Proceeds from the Consumer Products Division Sale	52
Reasons for the Consumer Products Division Sale	52
Interests of Certain Persons in the Consumer Products Division Sale	53
Absence of Appraisal Rights	54
Accounting Treatment	54
Material U.S. Federal and State Income Tax Consequences	54
Vote Required	55
Recommendation of the Board of Directors	55
The Consumer Products Sale Agreement	55

OPINION OF OUR INVESTMENT BANKER REGARDING THE FAIRNESS OF THE CONSUMER PRODUCTS DIVISION SALE	63

PROPOSAL NO. 3 AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION	69
Vote Required	69
Recommendation of the Board of Directors	69

PROPOSAL NO. 4 ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING	70
Vote Required	70
Recommendation of the Board of Directors	70

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE AVIATION DIVISION	71

NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE AVIATION DIVISION	77

UNAUDITED FINANCIAL STATEMENTS OF THE AVIATION DIVISION OF RONSON CORPORATION	71

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE CONSUMER PRODUCTS DIVISION	80

NOTES TO PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE CONSUMER PRODUCTS DIVISION	85

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	96
SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING	97

Annex A	Aviation Sale Agreement
Annex B	Fairness Opinion of Valuation Research Corporation
Annex C	Consumer Products Sale Agreement
Annex D	Fairness Opinion of DAK Capital, LLC
Annex E	Amendment of Restated Certificate of Incorporation


	•	changes in management which may impair relationships with employees and customers;

	•	additional expenditures required to facilitate this divestiture including, without limitation, legal, accounting and investment advisory fees; and

	•	the resulting diversion of management’s attention from our day-to-day business.

	•	the value and the consideration to be received by us pursuant to the Aviation Sale Agreement;

	•	the form of the consideration in the Aviation Division Sale being all cash and the certainty of the value of such consideration as compared to stock or a combination of stock and cash;

	•	the oral opinion first presented to the Executive Committee on April 23, 2009, which was later presented to the full Board on May 13, 2009 and then confirmed in writing by an opinion dated May 14, 2009, that we received from VRC, the Company’s financial advisor, that the purchase price to be received by Ronson Aviation pursuant to the Aviation Division Sale is fair to the Aviation Division and to the Company’s shareholders from a financial point of view;

	•	the fact that the Aviation Buyer’s offer was superior to the other offers we received, in particular in terms of aggregate consideration;

	•	the terms and conditions of the Aviation Sale Agreement, including our ability to terminate the Aviation Sale Agreement in order for our Board to meet its fiduciary obligations allowing it to consider unsolicited offers relating to Ronson and to the Aviation Division;

	•	the fact that the sale of our Aviation Division must be approved by our shareholders which ensures that the Board will not be taking action of which the shareholders disapprove;

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction: $20,600,000.00
	(5)	Total fee paid: $1,150

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

	1.	APPROVAL OF THE AVIATION DIVISION SALE. To consider and vote upon a proposal to approve the sale of substantially all of the assets (the “Aviation Division Sale”) of Ronson Aviation, Inc., the Company’s wholly-owned subsidiary, pursuant to an asset purchase agreement dated May 15, 2009, among Ronson Corporation, Ronson Aviation, Inc. and Hawthorne TTN Holdings, LLC, as subsequently amended (the “Aviation Sale Agreement”);
	2.	APPROVAL OF THE CONSUMER PRODUCTS DIVISION SALE. To consider and vote upon a proposal to approve the sale of substantially all of the assets (the “Consumer Products Division Sale”) of Ronson Consumer Products Corporation and Ronson Corporation of Canada Ltd., the Company’s wholly-owned subsidiaries, and related assets of the Company including the name “Ronson,”, pursuant to an asset purchase agreement dated as of October 5, 2009, among Ronson Corporation, Ronson Consumer Products Corporation, Ronson Corporation of Canada Ltd. and Zippo Manufacturing Company and its wholly-owned subsidiary, Nosnor, Inc. (the “Consumer Products Sale Agreement”);
	3.	AMENDMENT OF CERTIFICATE OF INCORPORATION. To consider and vote upon a proposal to approve the amendment (the “Charter Amendment”) of our Restated Certificate of Incorporation, as previously amended, to change the name of the Company from Ronson Corporation to “RCLC, Inc.” in the event the Consumer Products Division Sale is consummated;
	4.	ADJOURNMENTS OR POSTPONEMENTS. To consider and vote upon a proposal to approve an adjournment or postponement of the Special Meeting to such time and place as designated by the presiding officer of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies to vote in favor of the Aviation Division Sale, the Consumer Products Division Sale and/or the Charter Amendment (the “Adjournment Proposal”); and


WHERE YOU CAN FIND ADDITIONAL INFORMATION	97
HOUSEHOLDING OF PROXY MATERIALS	97
REQUEST TO SIGN, DATE AND RETURN PROXIES	98


	•	the risk that our Company could be exposed to future indemnification payments for a breach of the representations, warranties and covenants contained in the Aviation Sale Agreement which could result in adjustment of the purchase price in that we may only receive a portion of the $500,000 to be held in escrow for indemnification claims; and

	•	the risk that the Aviation Division Sale might not be consummated, which would limit our ability to discharge outstanding indebtedness and, under certain circumstances, result in an obligation that we pay the Aviation Buyer a termination fee of up to $150,000.

Regulatory Approvals

Name of Officer or Director	Accrued Salaries	Accrued Director Fees	Accrued Incentive Compensation	Other Accrued Fees	Accrued Costs and Expenses	Total Accrued Costs and Expenses
Louis V. Aronson, II, Chairman, President and Chief Executive Officer	$261,081				$79,662	$340,743
Erwin M. Ganz, Treasurer, Assistant Secretary and Director	29,792		$14,422		3,876	48,090
Justin P. Walder, Assistant Corporation Counsel, Secretary and Director	23,917				1,500	25,417
Daryl K. Holcomb, Vice President, Chief Financial Officer and Controller	12,078		10,817		10,083	32,978
John Bess, Director		$11,514				11,514
Barbara Collins, Director		21,420				21,420
Edward David, Director		20,920				20,920
Gerard Quinnan, Director		22,570		$14,312	1,660	38,542
Total	$326,868	$76,424	$25,239	$14,312	$96,781	$539,624

Representations and Warranties

	Representations and Warranties of the Company and Ronson Aviation

	•	we must obtain approval by our shareholders of the Aviation Division Sale;

	•	our representations and warranties and the representations and warranties of the Aviation Buyer must be true and correct in all material respects as of the closing;

	•	we and the Aviation Buyer must perform or comply with our respective covenants and other agreements in all material respects on or prior to the closing;

	•	no legal restraint or prohibition against the consummation of the sale of the Ronson Aviation business may be in effect; and


	•	we must obtain all requisite approvals and consents from governmental or regulatory bodies to the transfer of the assets.

The Aviation Sale Agreement provides that the obligations of the Aviation Buyer to effect the Aviation Division Sale are subject to certain additional conditions, including that the Aviation Buyer and we shall have obtained the written consent of the County of Mercer to the collateral assignment of the Master Lease for our facility and substance satisfactory to the Aviation Buyer and that the Aviation Buyer shall have obtained a commitment for financing on terms and conditions satisfactory to it in order to consummate the purchase of the assets. The approval of the County of Mercer was received on September 10, 2009 and the Aviation Buyer waived satisfaction of its financing condition on that date.

The Company and Ronson Aviation, on the one hand, and the Aviation Buyer, on the other hand, have agreed to indemnify one another from and against any and all losses, liabilities, demands, claims, actions, causes of action, costs, damages, taxes, penalties, fines or expenses resulting from:

	•	any breach or inaccuracy in any representation or warranty made by such party in the Aviation Sale Agreement; and

	•	any breach of any covenant or agreement made by such party in the Aviation Sale Agreement or the ancillary agreements.

In addition, the Company has agreed to indemnify the Aviation Buyer from and against any and all losses, liabilities, demands, claims, actions, causes of action, costs damages, taxes, penalties, fines or expenses resulting from:

	•	any claim for payment of fees and/or expenses of a broker or finder in connection with the Aviation Division Sale;
	•	any excluded asset or excluded liability; and
	•	specified environmental matters.

	BY ORDER OF THE BOARD OF DIRECTORS


	Justin P. Walder
	Secretary

	•	by our mutual written consent with the Aviation Buyer;

	•	by either us or the Aviation Buyer, at any time after December 30, 2009 (or such later date as shall have been agreed to by us); and


	•	by us if our Board of Directors or a committee thereof approves a third party proposal as defined under the Aviation Sale Agreement.


		Selected Multiple		Indicated EV
	Amount	Low	High	Low	High
LTM EBITDA (01/2009)	$ 1,779	5.0x	7.0x	$8,895	$12,453
CFY EBITDA (FYE 2009)	$ 1,393	4.7x	7.0x	$6,547	$9,751

	Range of Enterprise Value - Overall (rounded)			$6,500	$12,500
	Range of Enterprise Value - Average (rounded)			$7,700	$11,100


		Announce	Enterprise	LTM	EV/	EV/	DJ Transportation	%	Adjusted
Target	Target Description	Date	Value	Rev	Sales	EBITDA	Index	Change	EV/EBITDA
Limco Piedmont, Inc.	Provides maintenance repair and parts supply services to the aerospace industry	04/03/2009	$12.5	$71.6	0.2x	1.9x	2,978.32	4.9%	2.0x
London Southend Airport	Operates an airport	12/02/2008	$31.4	$13.7	2.3x	n/a	3,315.86	(5.8)%	n/a
Brisbane Airport Corp. Pty Ltd.	Operates Brisbane airport	10/16/2008	$2,913.3	$282.4	10.3x	16.3x	3,792.83	(17.6)%	13.4x
Landmark Aviation, Inc. /Fixed Base Operations Business	Provides fixed base operations services for the aviation industry	12/13/2007	$435.0	$388.7	1.1x	10.5x	4,758.93	(34.3)%	6.9x
Pemco World Air Services	Provides comprehensive narrowbody MRO services throughout the United States,	09/17/2007	$43.0	$111.1	0.4x	4.5x	4,746.63	(34.2)%	3.0x
Hainan Meilan International Airport Co. Ltd.	Owns and operates Meilan airport	06/05/2007	$308.1	$42.8	7.2x	17.6x	5,251.54	(40.5)%	10.4x
Grupo Aeroportuario del Sureste SA de CV	Operates nine airports in Mexico	05/14/2007	$1,176.6	$220.6	5.3x	8.7x	5,118.08	(38.9)%	5.3x
SR Technics Holding AG	Operates as a holding company with interest in aircraft services	09/07/2006	$1,287.3	$1,033.4	1.2x	n/a	4,223.94	(26.0)%	n/a
TIMCO Aviation Services, Inc.	Provides aviation, maintenance, repair and overhaul services	06/30/2006	$125.5	$324.0	0.4x	n/m	4,928.89	(36.6)%	n/m
Trajen, Inc.	Provides aircraft maintenance and support services	04/19/2006	$338.1	$138.8	2.4x	n/a	4,725.01	(33.9)%	n/a
BAA PLC	Provides air transportation services	04/07/2006	$26,181.4	$4,030.5	6.5x	18.9x	4,690.54	(33.4)%	12.6x


		High	$26,181.4	$4,030.5	10.3x	18.9x	5,251.54	4.9%	13.4x
		Average	$2,986.6	$605.2	3.4x	11.2x	4,411.87	(26.9%)	7.7x
		Median	$338.1	$220.6	2.3x	10.5x	4,725.01	(33.9%)	6.9x
		Low	$12.5	$13.7	0.2x	1.9x	2,978.32	(40.5%)	2.0x

Valuation Methodology	Indication of Enterprise Value
	Low		High
Comparable Companies Method	$6,500	-	$12,500
Comparable Transactions Method	$9,100	-	$10,400
Discounted Cash Flow Method	$9,100	-	$11,100

•	the value and the consideration to be received by us pursuant to the Consumer Products Sale Agreement;

•	the form of the consideration in the Consumer Products Division Sale being all cash and the certainty of the value of such consideration as compared to stock or a combination of stock and cash;

•	the oral opinion presented to the Board of Directors on October 6, 2009 and then confirmed in writing by an opinion dated October 15, 2009, that we received from DAK, the Company’s investment banker for the Consumer Products Division Sale, that the aggregate consideration of $11.1 million offered by Zippo pursuant to the Consumer Products Division Sale is fair to the Company from a financial point of view;


•	the fact that the Consumer Products Buyer’s offer was superior to the other offers we received, in particular in terms of aggregate consideration;

•	the terms and conditions of the Consumer Products Sale Agreement, including our ability to terminate the Consumer Products Sale Agreement in order for our Board to meet its fiduciary obligations allowing it to consider unsolicited offers relating to Ronson and to the Consumer Products Division;

•	the fact that the sale of our Consumer Products Division must be approved by our shareholders which ensures that the Board will not be taking action of which the shareholders disapprove;

•	the risk that the results of the Consumer Products Buyer’s environmental due diligence may not be satisfactory allowing the Consumer Products Buyer to terminate the Consumer Products Sale Agreement;

•	the risk that our Company could be exposed to future indemnification payments for a breach of the representations, warranties and covenants contained in the Consumer Products Sale Agreement which could result in adjustment of the purchase price in that we may only receive a portion of up to $1.35 million to be held in escrow for indemnification claims;

•	the risk that our environmental compliance obligations may be such that we may be required to deposit an additional sums into the remediation sourcing fund with the NJDEP to secure such obligations and that we may only receive a portion of such amount after all compliance obligations are met; and

•	the risk that the Consumer Products Division Sale might not be consummated, which would limit our ability to discharge outstanding indebtedness and, under certain circumstances, result in an obligation that we pay the Consumer Products Buyer expenses and a termination fee aggregating up to $500,000.

	•	our representations and warranties and the representations and warranties of the Consumer Products Buyer must be true and correct in all material respects as of the closing;

	•	we and the Consumer Products Buyer must perform or comply with our respective covenants and other agreements in all material respects on or prior to the closing;

	•	any claim for payment of fees and/or expenses of a broker or finder in connection with the Consumer Products Division Sale;

	•	any excluded asset or excluded liability;

	•	any failure to comply with its environmental compliance obligations;

	•	Its conduct of the business of Ronson Consumer Products or the assets prior to closing;


	•	any liability under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder;

	•	any employee benefit plan established or reiterated by Ronson Consumer Products;

	•	any noncompliance by Ronson Canada with the Bulk Sales Act (Ontario); and

	•	any taxes due and payable by Ronson Consumer Products for any period prior to the closing.

Termination of the Consumer Products Sale Agreement

	Termination

	•	by our mutual written consent with the Consumer Products Buyer;

	•	by either us or the Consumer Products Buyer if the closing has not taken place on or before March 31, 2010 provided that a party will not have this right if the failure to close results from such party’s failure to fulfill its obligations on or before such date;

	•	by either of us or the Consumer Products Buyer in the event that any governmental authority issues an order, decree or ruling or taken other action restraining or prohibiting the consummation of the Consumer Products Sale and such order, decree, ruling or other action is final and non-appealable;

	•	by either of us or the Consumer Products Buyer if there shall have been a breach on the part of the other party such that the conditions precedent to closing would not reasonably be expected to be satisfied prior to March 31, 2010; and

	•	by us if our Board of Directors or a committee thereof approves a Superior Proposal as defined under the Consumer Products Sale Agreement.


($ in thousands)				Estimated Consumer
		Market Derived EV 2 Multiple Range		Products Division
CYE Dec-31-2008 1		(unadjusted) 3	C(adjusted)	EV Range
Revenue	$ 12,524	1.08x – 1.19x	0.76x – 0.84x	$ 9,500	–	$ 10,500
EBITDA	470	9.82x – 13.25x	6.88x – 9.27x	3,200	–	4,400
LTM Jun-30-2009 4
Revenue	$ 10,986	1.12x – 1.17x	0.78x – 0.82x	$ 8,600	–	$ 9,000
EBITDA	(224)	10.36x – 10.67x	7.26x – 7.47x	nm 5

Estimated Enterprise Value Range				$ 7,100	–	$ 7,900

Notes:
1. CYE = Calendar Year End
2. Enterprise Value ("EV") = Fully Diluted Market Value of Equity + Debt Outstanding + Minority Interest + Preferred Equity – Cash
3. Adjusted for Marketability Discount of 30.0% due to illiquid and closely-held stock float
4. LTM = Latest Twelve Months
5. "nm" denotes "not meaningful" due to an Adjusted EBITDA of negative $224 for the LTM period


($ in thousands)		Transaction Derived 2	Estimated Consumer Products Division
LTM Jun-30-2009 1		EV Multiple Range	EV 3 Range
Revenue	$ 10,986	0.45x – 0.82x	$ 4,900	–	$ 9,000
EBITDA	(224)	8.91x – 8.91x		nm 4

Estimated Enterprise Value Range			$ 4,900	–	$ 9,000

Notes:
1. LTM = Latest Twelve Months
2. Transaction Derived Enterprise Value = Total Consideration + Net Assumed Liabilities
3. Enterprise Value ("EV") = Fully Diluted Market Value of Equity + Debt Outstanding + Minority Interest + Preferred Equity – Cash
4. "nm" denotes "not meaningful" due to an Adjusted EBITDA of negative $224 for the LTM period


($ in thousands)
		Estimated Consumer
Terminal	Weighted Average	Products Division
Growth Rate	Cost of Capital Range	EV 1 Range
0.5%	16.5% – 18.5%	$ 6,200	–	$ 7,300
1.0%	16.5% – 18.5%	6,300	–	7,400
1.5%	16.5% – 18.5%	6,400	–	7,600
2.0%	16.5% – 18.5%	6,600	–	7,800
2.5%	16.5% – 18.5%	6,700	–	8,100

Estimated Total Enterprise Value Range		$ 6,400	–	$ 7,700

Notes:
1. Enterprise Value ("EV") = Fully Diluted Market Value of Equity + Debt Outstanding +
Minority Interest + Preferred Equity – Cash


($ in thousands)

Enterprise Value ("EV") Calculations
Market Multiple Approach	$ 7,100	–	$ 7,900
Comparable Transaction Approach	4,900	–	9,000
Discounted Cash Flow Approach	6,400	–	7,700
Concluded Enterprise Value Range for Consumer Products Division	$ 6,200	–	$ 8,200


($ in thousands)			Low		High

Implied Enterprise Value of Zippo's Offer	$ 11,100	Concluded Enterprise Value Range for Consumer Products Division	$ 6,200		$ 8,200

Less: Net Debt	5,868	Less: Net Debt	5,868		5,868

Implied Equity Value of Zippo's Offer	$ 5,232	Concluded Equity Value Range for Consumer Products Division	$ 332		$ 2,332

CYE Dec-31-2008 1		CYE Dec-31-2008
Enterprise Value 2 / Revenue of $12,524	0.9x	Enterprise Value / Revenue of $12,524	0.5x		0.7x
Enterprise Value / Adjusted EBITDA of $470	23.6x	Enterprise Value / Adjusted EBITDA of $470	13.2x		17.5x
LTM Jun-30-2009 3		LTM Jun-30-2009
Enterprise Value / Revenue of $10,986	1.0x	Enterprise Value / Revenue of $10,986	0.6x		0.7x
Enterprise Value / Adjusted EBITDA of ($224)	nm 4	Enterprise Value / Adjusted EBITDA of ($224)	nm	nm

Notes:
1. CYE = Calendar Year End
2. Enterprise Value ("EV") = Fully Diluted Market Value of Equity + Debt Outstanding + Minority Interest + Preferred Equity – Cash
3. LTM = Latest Twelve Months
4. "nm" denotes "not meaningful" due to an Adjusted EBITDA of negative $224 for the LTM period

		HISTORICAL		ADJUSTMENTS			PRO FORMA
ASSETS
Current assets
Cash and cash equivalents	$	84	$	3,087	(c)	$	3,171
Accounts receivable, net		1,288					1,288
Inventories		1,839		(272)	(a)		1,567
Other current assets		897		306	(a)(b)		1,203

Total current assets		4,108		3,121			7,229

Property, plant and equipment, at cost		15,881		(7,639)	(a)		8,242
Less accumulated depreciation and amortization		10,038		(4,077)	(a)		5,961


Other assets		4,886		(1,387)	(a)		3,499

	$	14,837	$	(1,828)		$	13,009

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)
Current liabilities
Short-term debt	$	1,747	$	(1,472)	(c)	$	275
Current portion of long-term debt and leases		467		(366)	(c)		101
Accounts payable		2,902		(25)	(a)(c)		2,877
Accrued expenses		2,033		181	(a)(c)		2,214

Total current liabilities		7,149		(1,682)			5,467

Long-term debt and leases		5,455		(3,216)	(c)		2,239
Other long-term liabilities		2,327					2,327

Stockholders equity (deficiency)
Common stock		5,173					5,173
Additional paid-in capital		29,998					29,998
Accumulated deficit		(30,893)		3,070	(b)		(27,823)
Accumulated other comprehensive loss		(2,775)					(2,775)
		1,503		3,070			4,573

Less cost of treasury shares		1,597					1,597

Total stockholders equity (deficiency)		(94)		3,070			2,976
	$	14,837	$	(1,828)		$	13,009

	January 1, 2008		December 31, 2008		June 30, 2009
Inventories	$	354	$	272	$	276
Other current assets		65		47		33
Property and equipment, net		3,756		3,562		3,469
Other assets		2		2		2
		4,177		3,883		3,780
Accounts payable and accrued expenses		67		64		60
Lease obligations		16		12		9
		83		76		69
	$	4,094	$	3,807	$	3,711

	December 31, 2008		June 30, 2009
General and administrative expenses, professional fees incurred related to the Company's financing agreements	$	-	$	618

Interest expenses, assuming the secured lenders were repaid as of January 1, 2008		173		85

Other expenses, other financing costs related to the secured credit agreements to be repaid, including the forbearance fee		-		291
	$	173	$	994