Amendment Number One To The Warrant Agreement Dated June 4, 2004

Exhibit 10.1


AMENDMENT NUMBER ONE TO

WARRANT AGREEMENT


This Amendment Number One to the Warrant Agreement (the " Amendment" ) is dated as of June 4, 2004 by and between Action Products International, Inc., a Florida corporation (the " Company" ), and Registrar and Transfer Company , as Warrant Agent (the " Warrant Agent" ).


WHEREAS, the Company and the Warrant Agent entered into a Warrant Agreement (the " Agreement" ) dated June 12, 2003; and

WHEREAS, each record holder of the Company' s common stock, $0.001 par value (the " Common Stock" ), on the record date of June 12, 2003 (the " Record Date" ), received one (1) warrant (a " Warrant" ) to purchase an additional share of the Company' s Common Stock for each one (1) share of Common Stock held on the Record Date at an exercise price as determined herein; and


WHEREAS, the Warrants were exercisable until June 11, 2004, unless earlier redeemed as provided in the Agreement; and


WHEREAS, the Company approved extending the expiration date to June 9, 2006, unless earlier redeemed as provided in the Agreement; and

WHEREAS, the Company and the Warrant Agent desire to amend Agreement as set forth herein


NOW, THEREFORE, in cons ...