Restricted Stock Grant Agreement

Exhibit 10.3

EXECUTION COPY

ACTION PRODUCTS INTERNATIONAL, INC. RESTRICTED STOCK GRANT AGREEMENT

This Grant Agreement (the " Grant Agreement" ), effective as of November 5, 2007 (the " Effective Date" ), evidences the grant by Action Products International, Inc. (the " Company" ) to the individual whose name appears below (the " Grantee" ), covering the specific number of shares of the Common Stock, par value $0.001 per share, of the Company (the " Shares" ) set forth below and on the following terms and conditions:

1. Name of the Grantee : Robert L. Burrows

2. Number of Shares subject to this Grant : 225,000

3. Date of Grant : November 5, 2007

4. Vesting:

a. Except as otherwise expressly provided in Section 4.b. hereof, the Shares shall vest as follows: i. April 1, 2008 31,250 Shares

ii. June 1, 2008 31,250 Shares

iii. September 1, 2008 31,250 Shares

iv. January 1, 2009 31,250 Shares v. April 1, 2009 25,000 Shares

vi. June 1, 2009 25,000 Shares

vii. September 1, 2009 25,000 Shares

viii. January 1, 2010 25,000 Shares

b. Notwithstanding anything to the contrary contained in Section 4 hereof, 100% of the total number of Shares subject to this grant shall vest immediately upon Termination without Cause (as defined in Section 4.c below), Termination for Good Reason, (as defined in Section 4.d. below), Grantee' s death or Grantee' s disability (as defined in Section 4.f. below). c. For purposes of this Agreement, the term " Termination without Cause" shall mean termination by the Company of Grantee' s Employment Agreement (the " Employment Agreement" ) dated November 5, 2007 other than for " cause" as defined in the Employment Agreement.

d. For purposes of this Agreement, the term " Termination for Good Reason" shall mean termination by the Grantee of the Employment Agreement pursuant to and in accordance with Section 6(d) of the Employment Agreement. e. For purposes of this Agreement, the term " disability" shall mean termination by the Company of the Employment A ...