8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2007

Action Products International, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-13118	59-2095427
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1101 N. Keller Road, Suite E

Orlando, Florida 32810

(Address of principal executive office, including zip code)

(407) 481-8007

(Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 5.02 below, on November 5, 2007, we announced the appointment of Robert L. Burrows as Chief Financial Officer. As part of his appointment, Mr. Burrows received a restricted stock grant of 225,000 common shares. These shares were issued to Mr. Burrows pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D promulgated thereunder. Mr. Burrows acknowledged and agreed that (i) he was acquiring the shares for his own account for investment and not with a view to resale or distribution and (ii) that he would not sell or otherwise transfer the purchased shares unless in compliance with state and federal securities laws.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Robert L. Burrows, Chief Financial Officer

On November 5, 2007, we announced the appointment of Robert L. Burrows as Chief Financial Officer. Mr. Burrows previously served as our Chief Financial Officer from 2001 to 2005. Mr. Burrows and our company entered into an Employment Agreement (the “Employment Agreement”) effective as of November 5, 2007. A copy of the Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Pursuant to the terms of the Employment Agreement, Mr. Burrows will receive an annual base salary of $180,000. In addition, Mr. Burrows is entitled to a bonus of $27,500 if we complete a business acquisition from now through November 5, 2008. Mr. Burrows will also be entitled to a bonus up to $62,500 based on our revenues during 2008. The bonus is $22,500 if our revenues exceed $7.5 million, $45,000 if our revenues exceed $8.5 million and $62,500 if our revenues exceed $9.5 million. However, if we complete a business acquisition between now and the end of 2008, Mr. Burrows will only receive the $62,500 bonus if our revenues for 2008 exceed $10 million. After 2008, Mr. Burrows will be entitled to an annual performance bonus of up to one-half of his base salary as determined by the board.

In addition, Mr. Burrows received a restricted stock grant of 225,000 common shares, of which 31,250 shares vest each quarter during 2008 and 25,000 shares vest each quarter during 2009. Mr. Burrows has the right to put back such number of shares each quarter to meet his federal income tax liability with respect to such restricted stock. A copy of the Restricted Stock Grant Agreement is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

Mr. Burrows and his family will be entitled to participate in our health, disability and other benefits. We will pay for the cost of Mr. Burrows’ and his family’s health and dental benefits. Mr. Burrows will also be entitled to participate in our retirement plans provided to our employees generally and he will receive four weeks paid time off, in addition to holidays.

If Mr. Burrows is terminated for “cause” (as defined in the Employment Agreement) or he quits without “good reason” (as defined in the Employment Agreement), then (i) we will pay him, in a lump sum, his accrued but unpaid compensation and benefits, including unused vacation time and earned bonus, but any other benefits under the Employment Agreement shall terminate; and (ii) all of the restricted shares that had not vested prior to such termination shall be forfeited back to

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our company. If Mr. Burrows is terminated without “cause” or he resigns for “good reason”, then (i) we will pay him, in a lump sum, a cash amount equal to 1.5 times the amount of his base salary plus the proportionate amount of his annual bonus, whether or not the conditions are satisfied plus accrued and unpaid salary and reimbursable expenses; (ii) all of the restricted shares shall vest immediately; and (iii) we will maintain all life, health, accident, and disability plans for one year after the date of termination. In either case, Mr. Burrows will continue to be bound by the non-disclosure and non-solicitation provisions of the Proprietary Information and Inventions Agreement. A copy of the Proprietary Information and Inventions Agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Mr. Burrows may terminate the agreement for “good reason” upon a change in control of the company and he is not offered the same or comparable position in the surviving company on substantially the same terms as in his Employment Agreement, or is offered such position but within 24 months after he accepts such position, his employment is terminated either without cause or for good reason.

If his employment is terminated as a result of his death or permanent disability, then Mr. Burrows or his heirs shall generally be entitled to his accrued but unpaid compensation and benefits, including unused vacation time and earned bonus and all of his restricted shares shall vest immediately.

Mr. Burrows, (age 52) has extensive experience, with both public and private companies, as chief financial and accounting officer. From February 2006 to September 2007, he served as Chief Financial Officer of FDN Communications, a provider of facilities-based, business-class communications services in the Southeastern United States. From March 2005 to February 2006, Mr. Burrows served as Chief Financial Officer, Secretary of LightPath Technologies, Inc., a manufacturer of optical materials and components to manipulate light. From July 2001 to March 2005, he was Action Products International’s Chief Financial Officer and Secretary. From 1999 to 2001, Mr. Burrows was Chief Financial Officer of Lawgic Publishing, a venture funded internet application service provider of intelligent legal software. Prior to joining Lawgic Publishing, he held various financial and operational positions with companies such as General Electric, Lockheed Martin and HBO & Co. Mr. Burrows earned a Masters of Business Administration from the Rollins College Crummer School of Business and a Bachelor of Science in accounting and finance from the University of Virginia.

The foregoing descriptions of the Employment Agreement, Proprietary Information and Inventions Agreement and Restricted Stock Grant Agreement do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the Employment Agreement, Proprietary Information and Inventions Agreement and Restricted Stock Grant Agreement attached as Exhibits 10.1, 10.2 and 103, respectively, to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

10.1	Employment Agreement by and between the Action Products International, Inc. and Robert L. Burrows dated November 5, 2007. Confidential treatment has been requested for certain portions of this exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.
10.2	Proprietary Information and Inventions Agreement by and between Action Products International, Inc. and Robert L. Burrows dated November 5, 2007.
10.3	Restricted Stock Grant Agreement by and between Action Products International, Inc. and Robert L. Burrows dated November 5, 2007.
99.1	Press release dated November 5, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ACTION PRODUCTS INTERNATIONAL, INC.
By:	/s/ RONALD S. KAPLAN
	Ronald S. Kaplan
	Chief Executive Officer
	Date: November 5, 2007

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EX-10.1

Exhibit 10.1

CERTAIN MATERIAL (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXECUTION COPY

EMPLOYMENT AGREEMENT

AGREEMENT made effective e as of the 5^th day of November, 2007 by and between ACTION PRODUCTS INTERNATIONAL, INC., a Florida corporation, (the “Company”) and ROBERT L. BURROWS (the “Executive”).

WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the Company and the Executive hereby agree as follows:

1. Employment

The Company agrees to employ the Executive during the Term specified in Section 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth.

2. Term

Subject to the provisions contained in Sections 6 and 7, the Executive’s employment by the Company shall be for a term commencing on the date hereof through December 31, 2008 (the “Initial Term”), and shall automatically renew for successive one (1) year terms thereafter (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party delivers written notice of termination (a “Notice of Termination”) to the other at least 120 days prior to the end of the Initial Term or any Renewal Term, as the case may be. The date on which the Executive ceases to be employed by the Company, regardless of the reason therefore, is referred to in this Agreement as the “Date of Termination”.

3. Duties and Responsibilities

(a) During the Term, the Executive shall have the position of Chief Financial Officer. The Executive shall report to the Chief Executive Officer and to the Board of Directors of the Company (the “Board”).

(b) The Executive shall perform such executive and managerial duties and responsibilities customary to his position and as are reasonably necessary to the operations of the Company as may be assigned to him from time to time by or under authority of the Board, consistent with his position as designated in or pursuant to Section 3(a).

(c) The Executive’s employment by the Company shall be full-time, and, during the Term, the Executive agrees that he will (i) devote substantially all of his business time and attention, his best efforts, and all his skill and ability to promote the interests of the Company, (ii) carry out his duties in a competent and professional manner and serve the Company faithfully and diligently under the direction of the Chief Executive Officer and the Board, and (iii) work with other employees of the Company and its subsidiaries and affiliates in a competent and professional manner; provided, however, that the Executive may pursue other business and personal activities not otherwise in material breach of the provisions herein and that do not materially interfere with the performance of his duties under this Agreement.

(d) During the Term, the Executive’s services hereunder shall be performed at the offices of the Company located in the City of Orlando, State of Florida, which such offices shall not be relocated outside of the City of Orlando, State of Florida. The Executive’s duties shall include such travel as is necessary and consistent with his position and duties hereunder.

(e) Simultaneous the execution and delivery by the Executive of this Agreement the Executive shall also execute and deliver the Company’s Proprietary Information and Inventions Agreement (the “Proprietary Information and Inventions Agreement”).

4. Compensation

(a) As compensation for his services hereunder, and in consideration of his covenants set forth in Section 8 below, the Company shall pay the Executive during the Term, in accordance with its normal payroll practices, an annualized base salary (“Base Salary”) of One Hundred Eighty Thousand Dollars ($180,000.00). Such Base Salary shall be reviewed by the Board each year during the Term and may be increased at the discretion of the Board.

(b) The Executive shall also receive a one-time cash bonus equal to twelve and one-half percent (12.5%) of his then-applicable Base Salary upon the Company completing at least one Transaction (as hereinafter defined) during the first 365-day period commencing on the date hereof. For the purposes of this Section 4(b), the term “Transaction” shall mean the purchase by the Company, outside of the ordinary course of business, of another company or a material portion of its assets, securities or business by means of a merger, consolidation, joint venture, exchange offer, licensing or purchase or sale of stock or assets that requires the Company filing with the U.S. Securities and Exchange Commission (“SEC”) a Form 8-K under Item 2.01 of such Form 8-K. Such cash bonus shall be paid within thirty (30) days of the completion of such Transaction, but excluding any Transaction with respect to ***.

(c) The Company shall pay, subject to the conditions in this Section 4(c), a cash bonus as follows:

(i) If the Company completes a Transaction (other than with respect to ***) during calendar year 2008, and if the Company’s revenues, as reported in the Company’s Annual Report on Form 10-K or 10-KSB for the year ended December 31, 2008 exceeds Ten Million Dollars ($10,000,000), then the Company shall pay the Executive a cash bonus equal to thirty-seven and one-half percent (37.5%) of his Base Salary as of December 31, 2008. Such cash bonus shall be paid not later than thirty (30) days after filing such Form 10-K or Form 10-KSB with the SEC.

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(ii) If the Company does not complete a Transaction (other than with respect to ***) during calendar year 2008, then the Company shall pay the Executive a cash bonus as follows:

(A) If the Company’s revenues, as reported in the Company’s Annual Report on Form 10-K or 10-KSB for the year ended December 31, 2008 exceeds Seven Million Five Hundred Thousand Dollars ($7,500,000), then the Company shall pay the Executive a cash bonus equal to twelve and one-half percent (12.5%) of his Base Salary as of December 31, 2008;

(B) If the Company’s revenues, as reported in the Company’s Annual Report on Form 10-K or 10-KSB for the year ended December 31, 2008 exceeds Eight Million Five Hundred Thousand Dollars ($8,500,000), then the Company shall pay the Executive, in addition to the cash bonus under Section 4(c)(i)(A), a cash bonus equal to twelve and one-half percent (12.5%) of his Base Salary as of December 31, 2008; and

(C) If the Company’s revenues, as reported in the Company’s Annual Report on Form 10-K or 10-KSB for the year ended December 31, 2008 exceeds Nine Million Five Hundred Thousand Dollars ($9,500,000), then the Company shall pay the Executive, in addition to the cash bonuses under Sections 4(c)(i)(A) and (B), a cash bonus equal to twelve and one-half percent (12.5%) of his Base Salary as of December 31, 2008.

(iii) Any such cash bonus under this Section 4(c) shall be paid not later than thirty (30) days after filing such Form 10-K or Form 10-KSB with the SEC. All cash bonuses under Section 4(b) and Section 4(c) are collectively referred to as the “Initial Annual Bonus”).

(d) For each fiscal year after December 31, 2008, the Compensation Committee of the Board, or if no such Committee exists, then the Board shall establish an annual performance-based cash bonus up to one–half of the annual Base Salary as of the first day of such fiscal year (the “Subsequent Annual Bonus”).

5. Expenses; Fringe Benefits

(a) The Company agrees to pay or to reimburse the Executive for all reasonable, ordinary, necessary and documented business or entertainment expenses incurred during the Term in

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the performance of his services hereunder in accordance with the policy of the Company as from time to time in effect. The Executive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Executive seeks payment or reimbursement, and any other information or materials, as the Company may from time to time reasonably require.

(b) During the Term, the Executive and his spouse and dependents shall be eligible to participate in and receive all benefits under any welfare benefit plans and programs (including without limitation, medical, disability and group life insurance) provided by the Company to its employees generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time; provided, however, that medical and dental benefits will be provided at no cost to the Executive.

(c) During the Term, the Executive shall be entitled to participate in all retirement plans and programs provided by the Company to its employees generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. The Executive shall be allowed to participate in the Company’s 401(k) plan as of the earliest date permitted by the plan, but in no event later than ninety (90) days after the date hereof.

(d) The Executive shall be entitled to four weeks paid vacation annually to be taken at such times as shall not, in the reasonable judgment of the Board, materially interfere with the Executive’s fulfillment of his duties hereunder. In addition, the Executive shall be entitled to as many paid holidays, sick days and personal days as are in accordance with the Company’s policy then in effect generally for its employees, and shall be entitled to paid time-off for religious observances.

6. Termination

(a) The Company, by direction of the Board, shall be entitled to terminate the Executive’s employment and to discharge the Executive with or without “cause,” in either case effective immediately upon the giving of written notice of such termination. The term “cause” shall be limited to the following grounds:

(i) the Executive’s willful failure to (A) materially perform his duties and responsibilities as set forth in Section 3 hereof or (B) abide in all material respects by the reasonable directives of the Board in accordance with Section 3, in each case if such failure or refusal is not cured (if curable) within thirty (30) days after written notice thereof to the Executive by the Board;

(ii) the Executive’s willful misappropriation of material funds or property of the Company;

(iii) the conviction of the Executive in a court of law of, or entering by the Executive to a plea of guilty or no contest to, any felony or any crime involving moral turpitude, dishonesty or theft; or

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(iv) any breach by the Executive of the Proprietary Information and Inventions Agreement if such failure or refusal is not cured (if curable) within thirty (30) days after written notice thereof to the Executive by the Chief Executive Officer or the Board.

Any notice required to be given by the Board pursuant to clause (i) or clause (iv) above shall specify the nature of the claimed breach and the manner in which the Company requires such breach to be cured (if curable). In the event that the Executive is purportedly terminated for cause and the arbitrator appointed pursuant to Section 14 determines that “cause” as defined herein was not present, then such purported termination for cause shall be deemed a termination “without cause” pursuant to Section 6(c) and the Executive’s rights and remedies will be governed by Section 6(c), in full satisfaction and in lieu of any and all other or further remedies the Executive may have. For purposes of this Agreement, “willful” shall mean done, or omitted to be done, by the Executive, not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

(b) In the event of the termination of the employment of the Executive by the Board for “cause”, the Executive shall be entitled to the following payments and benefits: (i) unpaid salary and accrued vacation compensation through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination; and (ii) all benefits, if any, that had accrued to the Executive through the Date of Termination under the plans and programs described in Sections 5(b) and (c) above.

(c) In the event of a termination of the employment of the Executive by the Board “without cause” or the Company delivers a Notice of Termination under Section 2, the Executive shall be entitled to the following payments and benefits:

(i) as severance, (A) an amount equal to one hundred fifty percent (150%) of his annual Base Salary in effect as of the Date of Termination, and (B) either (x) if the Date of Termination is on or before December 31, 2008, then the amount of the Initial Annual Bonus (whether or not the respective performance criteria was met) multiplied by the number of days from the date hereof to the Date of Termination divided by 432, and (y) if the Date of Termination is after December 31, 2008, then the amount of the Subsequent Annual Bonus (whether or not the performance criteria was met) multiplied by the number of days from January 1 of the calendar year in which the Date of Termination shall occur to the Date of Termination divided by the total number of days in such calendar year (any employment or consulting income earned by the Executive during such period shall not reduce the Company’s obligations under this clause (i));

(ii) unpaid salary and accrued vacation compensation through the Date of Termination;

(iii) any unpaid reimbursable expenses outstanding as of the Date of Termination;

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(iv) all benefits, if any, that had accrued to the Executive through the Date of Termination under the plans and programs described in Sections 5(b) and (c) above; and

(v) coverage under the “employee welfare benefit plans” (as defined in Section 3(l) of ERISA) provided by the Company to comparable executives. In lieu of such coverage, the Company may reimburse the Employee on a net after-tax basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits not less favorable than the benefits provided under such employee welfare benefit plans through the date one (1) year after the Date of Termination, or the Executive securing coverage of similar benefits by another employer or other source.

(d) The Executive shall have the right to terminate this Agreement and his employment hereunder for “good reason”, if (i) the Executive shall have given the Company prior written notice of the reason therefor and (ii) a period of ten (10) business days following receipt by the Company of such notice shall have lapsed and the matters which constitute or give rise to such “good reason” shall not have been cured or eliminated by the Company. In the event the Company shall not take such action within such period, the Executive may send another notice to the Company electing to terminate his employment hereunder and, in such event, the Executive’s employment hereunder shall terminate and the effective date of such termination shall be the third business day after the Company shall have received such notice. In the event of such termination, the Executive shall be entitled to receive the same payments and benefits as would be provided under Section 6(c) in the event of termination without cause. For the purpose of this Agreement, “good reason” shall only mean the occurrence of any of the following without the Executive’s prior written consent:

(i) a material change by the Company in the nature of Executive’s title, duties, authority and responsibilities set forth in this Agreement; provided, however, that a change in the Executive’s title shall not constitute good reason provided such change does not (A) materially reduce the Executive’s authority or (B) require the Executive to report to anyone other than the Chief Executive Officer or the Board;

(ii) a reduction in the nature of the Executive’s compensation as established under this Agreement;

(iii) a material breach by the Company of any of its obligations under this Agreement;

(iv) a requirement that the Executive engage in any act or requirement that the Executive not act which is illegal or which would reasonably likely be materially damaging or detrimental to the Executive’s reputation; or

(v) a Change of Control, as defined in Section 6(f), as a result of which the Executive is not offered the same or comparable position in the surviving company on substantially the same terms as in this Agreement, or is offered such position but within twenty-four (24) months

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after the Executive accepts such position, the Executive’s employment is terminated either without cause or for good reason described in subsections (i), (ii) or (iv) of this Section 6(d) or in subsection (iii) as to the employment agreement then applicable to the Executive.

(e) The Executive shall be entitled to terminate this Agreement and his employment hereunder without good reason by giving the Company prior written notice to that effect. The termination of employment shall be effective on the date specified in such notice, or earlier, at the determination of the Company, in which event such termination shall remain classified as a termination by the Executive without good reason. In the event that the Executive terminates this Agreement without good reason or delivers a Notice of Termination under Section 2, the Executive shall be entitled to receive the same payments and benefits as would be provided under Section 6(b).

(f) The term “Change or Control” shall mean (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, (A) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (x) the outstanding shares of common stock of the Company or (y) the combined voting power of the Company’s then-outstanding securities, and (B) became the beneficial owner of such securities other than with the affirmative vote by at least a majority of the Incumbent Directors, (ii) the Company is party to a merger or consolidation, or series of related merger or consolidation transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation, (iii) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect), (iv) there occurs a change in the composition of the Board within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors, (v) the dissolution or liquidation of the Company, or (vi) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing. “Incumbent Directors” will mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Board).

(g) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G (as such section may be amended or replaced) of the Internal Revenue Code of 1986, as amended or replaced (the “Code”) and (ii) but for this Section 6(g), would be subject to the excise tax imposed by Section 4999 (as such section may be amended or replaced) of the Code (the “Excise Tax”), then the Executive’s benefits hereunder shall be either (i) provided to

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the Executive in full, or (ii) provided to the Executive only as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 6(g) shall be made in writing in good faith by the Company’s independent public accountants (the “Accountants”). In the event of a reduction in benefits hereunder, the Executive shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this Section 6(g), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(g). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(g).

7. Disability; Death

In the event the Executive shall be unable to perform his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required hereunder prior to the commencement of such disability (all such causes being herein referred to as “disability”) and the Executive shall fail to perform such duties for periods aggregating 60 days, whether or not continuous, in any continuous period of 180 days, the Company shall have the right to terminate the Executive’s employment hereunder upon prior written notice to him. In the event of the Executive’s death, the Date of Termination shall be the date of the Executive’s death. In the event the Company terminates the Executive pursuant to this Section 7, the Executive, or in the case of his death, his heirs, beneficiaries or estate, shall be entitled to receive the entitlements set forth in Section 6(b) of this Agreement. In addition, in the event the Company terminates the Executive pursuant to this Section 7 for disability, and the Executive elects to continue coverage under COBRA for the applicable statutory period under the employee healthcare benefit plan in which he participated in accordance with the terms thereof, then the Company shall pay the same portion of the premium it would have paid had the Executive remained an employee, continuing for the period ending on the earlier of (i) the termination of the applicable statutory period, or (ii) the first anniversary of the Date of Termination. In the event of the Executive’s death, if the Executive’s family members covered by the employee healthcare benefit plan on which the Executive participated elect to continue coverage under COBRA for the applicable statutory period under such plan in accordance with the terms thereof, then the Company shall pay the same portion of the premium it would have paid had the Executive remained an employee, continuing for the period ending on the earlier of (i) the termination of the applicable statutory period, or (ii) one year from the Date of Termination.

8. Assignment

Subject to Section 6(d), the Company and the Executive agree that the Company shall

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have the right to assign this Agreement, and, accordingly, this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including, without limitation, by asset assignment, stock sale, merger, consolidation or other corporate reorganization; provided, however, that any assignment by the Company shall not relieve the Company of any of its obligations to the Executive under this Agreement. The Company and the Executive agree that the Executive’s rights and obligations under this Agreement are personal to the Executive, and the Executive shall not have the right to assign or otherwise transfer his rights or obligations under this Agreement, and any purported assignment or transfer shall be void and ineffective. The rights and obligations of the Company hereunder shall be binding upon and run in favor of the successors and assigns of the Company.

9. Modification

This Agreement may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by the parties to this Agreement, and approved by the Board.

10. Severability; Survival

In the event any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part had been severed and deleted or reformed to be enforceable. The respective rights and obligations of the parties hereunder shall survive the termination of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

11. Notice

Any notice, request, instruction or other document to be given hereunder by any party hereto to another party shall be in writing and shall be deemed effective (a) upon personal delivery, if delivered by hand, or (b) three days after the date of deposit in the mails, postage prepaid if mailed by certified or registered mail, or (c) on the next business day, if sent by prepaid overnight courier service, and in each case, addressed as follows:

If to the Executive:

Robert L. Burrows

11474 Swift Water Cir.

Orlando Florida 32817

If to the Company:

Action Products International, Inc.

Attention: Ronald S. Kaplan

1101 N. Keller Rd., Suite E

Orlando, Florida 32810

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Any party may change the address to which notices are to be sent by giving notice of such change of address to the other party in the manner herein provided for giving notice.

12. Applicable Law

This Agreement shall be governed by, enforced under, and construed in accordance with the laws of the State of Florida without application of conflict of law provisions applicable therein.

13. Entire Agreement

This Agreement represents the entire agreement between the Company and the Executive with respect to the employment of the Executive by the Company, and all prior agreements, plans and arrangements relating to the employment of the Executive by the Company are nullified and superseded hereby.

14. Arbitration

(a) The parties hereto agree that any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement (including, without limitation, any claim regarding or related to the interpretation, scope, effect, enforcement, termination, extension, breach, legality, remedies and other aspects of this Agreement or the conduct and communications of the parties regarding this Agreement and the subject matter of this Agreement) shall be settled by arbitration at the offices of the American Arbitration Association or a successor organization for binding arbitration in City of Orlando, State of Florida by a single arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy. All awards of the arbitrator shall be binding and non-appealable. Judgment upon the award of the arbitrator may be entered in any court having jurisdiction. The arbitrator shall apply Florida law to the merits of any dispute or claims, without reference to the rules of conflicts of law applicable therein. Suits to compel or enjoin arbitration or to determine the applicability or legality of arbitration shall be brought in the United States District Court, in the City of Orlando, State of Florida, or if that court lacks jurisdiction, in a state court located within the geographic boundaries thereof. Notwithstanding the foregoing, no party to this Agreement shall be precluded from applying to a proper court for injunctive relief by reason of the prior or subsequent commencement of an arbitration proceeding as herein provided.

(b) The Executive has read and understands this Section 14 which discusses arbitration. The Executive understands that by signing this Agreement, the Executive agrees to submit any claims arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach or termination thereof, or his employment or the termination thereof, to binding arbitration, and that this arbitration provision constitutes a waiver of the Executive’s right to a jury trial and relates to the resolution of all disputes relating to all aspects of the employer/employee relationship.

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15. Headings

The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.

16. Withholdings

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

17. No Strict Construction

The language used in this Agreement will be deemed to be the language chosen by the Company and the Executive to express their mutual intent, and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be applied against any party hereto.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.

/s/ ROBERT L. BURROWS
Robert L. Burrows
ACTION PRODUCTS INTERNATIONAL, INC.
By:	/s/ RONALD S. KAPLAN
	Ronald S. Kaplan
	Chief Executive Officer

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EX-10.2

Exhibit 10.2

EXECUTION COPY

ACTION PRODUCTS INTERNATIONAL, INC.

PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my retention by ACTION PRODUCTS INTERNATIONAL, INC., a Florida corporation, (the “Company”), and the compensation paid to me, I hereby agree as follows (each capitalized term used herein and not otherwise defined herein shall have the meaning as defined in my Employment Agreement (as defined herein).:

1. Nondisclosure.

1.1 Recognition of Company’s Rights; Nondisclosure. At all times during the Term and thereafter, I will hold in strictest confidence and will not disclose or use any of the Company’s Proprietary Information (defined below), except as such disclosure or use may be required in connection with my work for the Company, or unless the Board of directors expressly authorizes such in writing. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.

1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry, which is not gained as a result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience to whatever extent and in whichever way I wish.

1.3 Third-Party Information. I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third-Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Term and thereafter, I will hold Third-Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third-Party Information unless expressly authorized by the Board of directors in writing.

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2. Assignment of Inventions.

2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, and other intellectual property rights or “moral rights” throughout the world. “Moral rights” refers to any rights to claim authorship of an Invention or to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

2.2 Assignment of Inventions. I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, in the course and scope of my services to the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”

2.3 Works for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the course and scope of my services to the Company and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

2.4 Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the Term, but the Company shall compensate me at a reasonable rate after the Term for the time actually spent by me at the Company’s request on such assistance.

2.5 Power of Attorney. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

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3. Restrictive Covenants.

3.1 No Solicitation of Employees, Consultants, Contractors or Customers. I agree that during the Term and for one (1) year thereafter, I will not, either directly or through others, (i) solicit or attempt to solicit any employee of the Company to end his or her relationship with the Company; and (ii) solicit any consultant, contractor, or customer of the Company, with whom I had contact or whose identity I learned as a result of my services to the Company to diminish or materially alter its relationship with the Company. The parties agree that for purposes of this Agreement, a customer is any person or entity to which the Company has provided goods or services at any time during the period commencing six (6) months prior to the Term and ending at the end of the Term.

3.2 Non-Compete Provision. I agree that during the Term, I will not provide services similar to those I provide to the Company, to any person or entity in competition with the Company within any state, province, or similar political unit in which the Company has or solicits employees, consultants, contractors, or customers; or provides or solicits products or services. The parties agree that the geographic scope of the noncompete is reasonable in light of the geographically broad scope of doing business through direct marketing and the Internet. I acknowledge that this non-compete provision is limited to the types of activities and services I provided in my services to the Company. The parties understand that the scope and nature of my activities and services, and the Company’s business, products or services, may change as the Company develops. It is the intent of the parties that the scope of this provision will change to cover any changes in my activities or services as well as any changes in the Company’s business, products or services, during the Term. The parties therefore agree that for purposes of this Agreement, a person or entity is in competition with the Company if it develops or provides services or products similar to those presently provided by the Company or developed or provided by the Company during the Term.

3.3 Injunctive Relief. If I commit a breach, or threaten to commit a breach, of any of the provisions of Sections 3.1 and 3.2, the Company shall have the right and remedy (i) to have the provisions of Sections 3.1 and 3.2 specifically enforced by any court having jurisdiction, it being acknowledged and agreed by me that the services being rendered hereunder to the Company are of a special, unique and extraordinary character, that the Company’s business is of a highly competitive nature, and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (ii) to require me to account for and pay over to the Company all damages suffered by the Company as the result of any transactions constituting a breach of any of the provisions of Sections 3.1 and 3.2, and I hereby agree to account for and pay over such damages to the Company.

3.4 Non-exclusivity. Each of the rights and remedies enumerated in Section 3 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity. In connection with any legal action or proceeding arising out of this Section 3, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’ fees and costs incurred by the prevailing party.

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3.5 Duration of Covenant. If I violate any covenant contained in Sections 3.1 and 3.2, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation.

3.6 Severability. If any provision of Sections 3.1 and 3.2 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and such provision or provisions shall then be applicable in such modified form.

4. Return of Company Documents. When my services to the Company ends, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

5. Legal and Equitable Remedies. I recognize that in the course of my services to the Company, I will have access to Proprietary Information, to Third Party Information, and to employees, consultants, contractors, clients, and customers of the Company. I also recognize that the services I will provide are personal and unique. I understand that because of this the Company may sustain irreparable injury if I violate this Agreement. In order to limit or prevent such irreparable injury, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

6. Notices. Any notices required or permitted hereunder shall be given in the same manner as under the Employment Agreement.

7. General Provisions.

7.1 Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Florida applicable to agreements entered into and to be performed entirely therein, without to conflict of laws principles. Any suit, action or proceeding with respect to this Agreement shall be brought exclusively in the courts of the State of Florida or in the United States courts located in Orlando, Florida. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Orlando, Florida for any lawsuit filed there against me by Company arising from or related to this Agreement.

7.2 Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable

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provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

7.3 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

7.4 Survival. The provisions of this Agreement shall survive the termination of my services to the Company and the assignment of this Agreement by the Company to any successor in interest or other assignee.

7.5 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

The term “Employment Agreement” shall mean the Employment Agreement between me and the Company dated November 5, 2007, as amended from time to time. This Agreement shall be effective as of November 5, 2007.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

Dated: November 5, 2007

/s/ ROBERT L. BURROWS

(Signature)

Robert L. Burrows

(Printed Name)

ACCEPTED AND AGREED TO:

ACTION PRODUCTS INTERNATIONAL, INC.

By:	/s/ RONALD S. KAPLAN
	Ronald S. Kaplan
	Chief Executive Officer
Dated: November 5, 2007

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EX-10.3

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 Agreement pursuant to and in accordance with Section 7 of the Employment Agreement.

5. Forfeiture. Upon the occurrence of a Forfeiture Event (as defined herein), the Shares that have not become vested at such time shall be forfeited, surrendered and transferred to the Company, for no consideration. “Forfeiture Event” means the termination of Grantee’s employment with the Company for any reason other than Termination without Cause or Termination for Good Reason.

6. Transfer restrictions. In addition to other restrictions on transfer under applicable law or federal or state securities laws or the rules of the Nasdaq Stock Market, Grantee shall not Transfer any Shares except to the extent such Shares have vested. “Transfer” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary or involuntary or by operation of law), of Shares (or any interest (pecuniary or otherwise) therein or right thereto), including derivative or similar transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Stocks is transferred or shifted to another Person.

7. Put Option. Grantee may put to the Company, such number of vested Shares, by written notice (the “Put Notice”) to the Company within five (5) business days after the vesting date with respect to such Shares, equal to (the “Put Shares”) Grantee’s federal income tax liability, as estimated by Grantee in good faith, with respect to the vesting of such Shares divided by the closing price (as reported by the Nasdaq Stock Market) of the Company’s Common Stock on the trading day prior to such notice (the “Put Price”). The Company shall deliver to Grantee in good and available funds within five (5) business days after receiving the Put Notice the number of Put Shares multiplied by the Put Price. The obligation of the Company to repurchase any Shares shall be limited by applicable law; provided, however, that Grantee may require the Company to repurchase such Shares previously put to the Company when such repurchase may be lawfully completed.

8. Par Value. The Grantee will be required to pay the Company the aggregate par value of the Shares (or such larger amount as the Board may determine to comply with the Florida Business Corporation Act as amended, or any successor thereto) within ten days of the Date of Grant.

9. Escrow. Certificates representing Shares will be held in escrow by the Company on the Grantee’s behalf during any period of restriction thereon and will bear an appropriate legend specifying the applicable restrictions thereon, and the Grantee will be required to execute a blank stock power therefor.

10. Rights as Shareholder. During the period of restriction, the Grantee shall have all of the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote, and any stock or other securities received as a distribution with respect to the Shares shall be subject to the same restrictions as then in effect for the Shares.

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11. Entire Agreement. This Grant Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersede any prior written or oral agreements.

12. Miscellaneous. Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Grantee’s employment or other performance of services at any time (with or without cause), nor confer upon the Grantee any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue the Grantee’s present (or any other) rate of compensation or level of responsibility.

13. Further Assurances. The Grantee shall do such acts, and execute such instruments reasonably requested by the Company to effect the grant of Shares hereunder and the transactions contemplated herein.

IN WITNESS WHEREOF, the parties have executed this Grant Agreement as of the day and year first above written.

/s/ ROBERT L. BURROWS
Robert L. Burrows
ACTION PRODUCTS INTERNATIONAL, INC.
By:	/s/ RONALD S. KAPLAN
	Ronald S. Kaplan
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Press Release

Action Products International, Inc. Names Robert Burrows as New Chief Financial Officer

ORLANDO, FL — (MARKET WIRE) — 11/05/07 —

Action Products International, Inc. (NASDAQ: APII) today announces that Robert Burrows is rejoining the company as chief financial officer beginning November 5, 2007. Mr. Burrows brings with him a strong set of experiences, having most recently served as the chief financial officer at FDN Communications, a provider of business-class communications services in the Southeastern United States. Rejoining APII, Mr. Burrows served as our chief financial officer from July 2001 to March 2005.

“From our experience, having worked closely and successfully together in the past, I know Rob brings uniquely great experience, talents, and skills in both finance and business leadership,” said Ron Kaplan, chief executive officer, who has also served as the Company’s CFO since September 2006. “Having been a leader in a variety of businesses, including publishing, toys, and technology, gives Rob the ability to contribute broadly to our finance, operations and recently announced expansion strategy.”

As CFO, Burrows will be in the corporate organization and will have responsibility for accounting and reporting, strategic planning, analysis, treasury, tax, audit, and investor relations.

“The great opportunities, energy and commitment to excellence at APII were major factors behind why I am delighted to rejoin the Action Products team,” Burrows said.

Most recently, Burrows was chief financial officer of FDN Communications, a provider of facilities-based, business-class communications services in the Southeastern United States. FDN was acquired by Nuvox Communications in June 2007. From March 2005 to February 2006, Mr. Burrows served as Chief Financial Officer, at LightPath Technologies, Inc., a manufacturer of optical materials and components. From July 2001 to March 2005, he was our Chief Financial Officer and Secretary. From 1999 to 2001, Mr. Burrows was Chief Financial Officer of Lawgic Publishing, a venture funded internet application service provider of intelligent legal software. Prior to joining Lawgic Publishing, he held various financial and operational positions with companies such as General Electric, Lockheed Martin and HBO & Co. Mr. Burrows earned an MBA from the Rollins College Crummer School of Business and a Bachelor of Science in accounting and finance from the University of Virginia.

About Action Products International, Inc.

Action Products International, Inc. (APII), based in Orlando, Fla., is a consumer products manufacturer, emphasizing branded educational and positive leisure products. Action

Products consumer brands span activities, arts, crafts, juvenile products and toy categories. Its products are marketed and sold to retailers and consumers.

Visit the Company’s Web site at www.apii.com.

Forward-Looking Statements

Any statements that are not historical facts contained in this release are forward-looking statements. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions, and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.

Contact: Billie Anne Dinkel PR Manager Action Products International, Inc. (407) 660-7221 bdinkel@apii.com