First Amendment Dated July 31, 2006 To The Warrant Agreement

Exhibit 10.1

FIRST AMENDMENT TO

WARRANT AGREEMENT This FIRST AMENDMENT TO THE WARRANT AGREEMENT, dated July 31, 2006, (the " Amendment" ) hereby amends the Warrant Agreement dated June 16, 2006 (the " Agreement" ) by and between ACTION PRODUCTS INTERNATIONAL, INC., a Florida corporation (the " Company" ), and REGISTRAR AND TRANSFER COMPANY, as Warrant Agent (the " Warrant Agent" ) as follows:

WHEREAS, on July 20, 2006 (the " Effective Date" ), the Securities and Exchange Commission declared effective a registration statement under the Securities Act of 1933, as amended, covering the offer and sale of the Common Shares issuable upon exercise of the Warrants; and

WHEREAS, the Exercise Price of the Warrants under the Agreement is (a) $3.25 per Common Share, if the Exercise Date is after the Effective Date but on or before the date six (6) months after the Effective Date, and (b) $3.75 per Common Share, if the Exercise Date is after the date six (6) months after the Effective Date but on or before the Expiration Date, subject to the terms and provisions of the Agreement; and

WHEREAS, the Expiration Date of the Warrants under the Agreement may be erroneously deemed to be 5:00 p.m. (Eastern time) on January 31, 2007, notwithstanding the definition of " Expiration Date" under Section 1 of the Agreement, subject to the terms and provisions of the Agreement; and WHEREAS, the Company and the Warrant Agent desire to clarify that the Expiration ...