Promissory Note

Exhibit 10.2


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " ACT" ), OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


PROMISSORY NOTE

Issue Date: March 29, 2004

Maturity Date: March 31, 2006

$245,000.00

Number 2 Orlando, Florida


FOR VALUE RECEIVED, ACTION PRODUCTS INTERNATIONAL, INC., a Florida corporation (the " Maker" ), promises to pay to Judith Kaplan Trust , or his, her or its registered assigns (the " Payee" ), the principal sum of Two Hundred Forty-Five Thousand dollars ($245,000.00) , together with interest in arrears on the unpaid principal balance from time to time outstanding from the date hereof until the entire principal amount due hereunder is paid in full at the rate of six (6%) percent per annum. The unpaid principal balance and all accrued interest thereon is due and payable in full on March 31, 2006. The Maker may prepay this Note at any time without penalty or premium.

Upon the occurrence of an Event of Default, the entire unpaid principal balance hereunder and any accrued and unpaid interest thereon may be declared immediately due and payable without notice, demand, presentment or protest. The following shall constitute " Events of Default"

(a) If the Maker shall default in the payment of any part of the principal or interest of this Note when the same shall become due and payable, whether at maturity or at any other date fixed for payment;

(b) If the Maker makes an assignment for the benefit of creditors or is adjudicated bankrupt, or if a petition in bankruptcy or for reorganization or to effect a plan of arrangement with creditors is filed by or against the Maker; or if the Maker applies for or permits the appointment of a receiver or trustee for any of its property or assets; or if any such receiver or trustee is appointed for any of its properties or assets, or if any of the above actions or proceedings are commenced by or against the Maker; or

(c) If the Maker is dissolved or liquidated.

If any of the foregoing Events of Default shall occur, the interest rate payable hereunder shall increase to the lower of (i) fifteen percent (15%) per ...