Exhibit 10.1


AMENDMENT AGREEMENT


AMENDMENT AGREEMENT (the “Agreement”)
dated as of January 9, 2007, by and between iParty Corp. a Delaware
Corporation, with headquarters located at 270 Bridge Street, Dedham,
Massachusetts 02026 (the “Company”) and
Highbridge International LLC (the “Investor”).


WHEREAS,


A.            The
parties hereto are parties to that certain Securities Purchase Agreement dated
as of September 15, 2006 (the “Securities  Purchase Agreement”) pursuant to which the Investor
purchased a Warrant (the “Existing Warrant”)
exercisable for shares of common stock of the Company (the “Warrant Shares”) in accordance with the terms of the
Existing Warrant.


B.            Contemporaneously
with the execution and delivery of the Securities Purchase Agreement, the
Company and the Investor entered into a Registration Rights Agreement, dated as
of September 15, 2006 (the “Registration Rights
Agreement”) pursuant to which the Company agreed to provide certain
registration rights in respect of the Warrant Shares under the Securities Act
of 1933, as amended (the “1933 Act”), and
the rules and regulations promulgated thereunder and applicable state
securities law.


C.            The
Company and the Investor desire to enter into this Agreement, pursuant to
which, among other things, to amend the Purchase Agreement, the Registration
Rights Agreement and the Existing Warrant each as set forth herein.


D.            Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings ascribed to them in the Securities Purchase Agreement.


NOW, THEREFORE, in consideration of the foregoing
recitals and the material promises hereinafter set forth, the Company and the
Investor hereby agree as follows:


1.                                       AMENDMENTS
TO TRANSACTION DOCUMENTS.


1.1.          Securities
Purchase Agreement; Registration Rights Agreement.  The Securities Purchase Agreement and the
Registration Rights Agreement and each of the other Transaction Documents are
each hereby amended as follows:


(a)           All references to
“Warrants” shall mean, and are hereby replaced with, the “Warrants and the
Amended Warrant (as defined in that certain Amendment Agreement, dated as of
January 9, 2007, between the Company and Highbridge International LLC)”; and


(b)           The defined term
“Transaction Documents” is hereby amended to include this Agreement and the
Amended Warrant.



 2
 






 



 


(c)           Amended
Warrant.  The Existing Warrant, is
amended and restated in its entirety as set forth in Exhibit A hereto
(as so amended, the “Amended Warrant”)
..


1.2.          Exchange
of Warrants.  Simultaneous herewith,
the Investor shall surrender the Existing Warrant to the Company, and the
Company shall issue to the Investor the Amended Warrant in replacement thereof.


2.                                       REPRESENTATIONS
AND WARRANTIES


2.1.          Investor
Representations.  The Investor hereby
represents and warrants to the Company:


(a)           Ownership of
Warrant.  The Investor owns all
right, title and interest (legal and beneficial) in and to all of the Warrant.


(b)           Authorization.  The execution and delivery of this Agreement,
the performance of all obligations of the Investor hereunder, have been duly
authorized by the Investor.  This
Agreement constitutes the valid and legally binding obligation of the Investor,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors’ rights generally and (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.


(c)           Governmental
Consents.  No consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state, local or other governmental
authority on the part of the Investor is required in connection with the
consummation of the transactions contemplated by this Agreement.


(d)           Compliance with
Other Instruments.  The execution,
delivery and performance of this Agreement, and the consummation of the
transactions contemplated hereby will not result in a violation of, or default
under, any instrument, judgment, order, writ, decree or contract known and
applicable to the Investor.


2.2.          Company
Representations.  The Company represents and warrants
to the Investor:


(a)           Authorization.  The execution and delivery of this Agreement,
the performance of all obligations of the Company hereunder, have been duly
authorized by the Company.  This
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors’ rights generally and (ii) as
limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.



 3
 






 



(b)           Governmental
Consents.  No consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state, local or other governmental
authority on the part of the Company is required in connection with the
consummation of the transactions contemplated by this Agreement.


(c)           Compliance with
Other Instruments.  The execution,
delivery and performance of this Agreement, and the consummation of the
transactions contemplated hereby will not result in a violation of, or default
under, any instrument, judgment, order, writ, decree or contract known and
applicable to the Company.


(d)           Holding Period.  For the purposes of Rule 144, the Company
acknowledges that, as of the date hereof, the holding period of the Amended
Warrant (including the corresponding Warrant Shares) may be tacked onto the
holding period of the Existing Warrant (in the case of Cashless Exercise (as
defined in the Amended Warrants)), and, in the absence of any applicable change
in the SEC rules, regulations or staff interpretation, the Company agrees not
to take a position contrary to this Section 3(d).


3.                                       MISCELLANEOUS.


3.1.          Governing
Law; Jurisdiction; Jury Trial.  All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the
State of New York.  Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by
law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


3.2.          Counterparts.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding



 4
 






 



upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile signature.


3.3.          Headings.  The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


3.4.          Severability.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.


3.5.          No
Third Party Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


3.6.          Further
Assurances.  Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


3.7.          No
Strict Construction.  The language
used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be
applied against any party.


3.8.          Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns.  The Company
shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the holders of at least a majority of the
aggregate number of Registrable Securities issued and issuable hereunder,
including by way of a Fundamental Transaction (unless the Company is in
compliance with the applicable provisions governing Fundamental Transactions
set forth in the Amended Warrant).  The
Investor may assign some or all of its rights hereunder without the consent of
the Company in connection with a transfer by the Investor of any of the
Securities, in which event such assignee shall be deemed to be the Investor
hereunder with respect to such assigned rights.


3.9.          Notices.  Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one Business Day after deposit with an overnight
courier service, in each case properly addressed to the party to receive the
same.  The addresses and facsimile
numbers for such communications shall be:


If to the Company:


 


iParty Corp.


270 Bridge Street,
Suite 301


 



 5
 






 



 


Dedham, Massachusetts 02026


Telephone:(781)
329-3952


Facsimile:(781)
326-7143


Attention:Sal
Perisano, CEO


 


With a copy to:


 


 Posternak Blankstein & Lund LLP
  Prudential Tower
  800 Boylston Street
 Boston, Massachusetts 02199-800


Telephone:(617)
973-6100


Facsimile:(617)
367-2315


Attention:Donald
H. Siegel, P.C.


 


If to the
Investor,


 


Highbridge International LLC


c/o Highbridge Capital Management, LLC


9 West 57th Street, 27th Floor


New York, New York 1001


Attention:Ari
J. Storc


Adam
J. Chill


Facsimile:(212)
751-0755


Telephone:(212)
287-4720


 


with a copy (for
informational purposes only) to:


 


Schulte Roth & Zabel LLP


919 Third AvenueNew
York, New York 10022


Telephone:(212)
756-2000


Facsimile:(212)
593-5955


Attention:Eleazer
N. Klein, Esq.


 


or to such other address
and/or facsimile number and/or to the attention of such other Person as the
recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by an overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt
from an overnight courier service in accordance with clause (i), (ii) or (iii)
above, respectively.


3.10.        Remedies.  The Investor and each holder of the
Securities shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at
any time under any other agreement or contract and all of the rights which such
holders have under any law.  Any Person
having any rights under any



 6
 






 



provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law. 
Furthermore, the Company recognizes that in the event that it fails to perform,
observe, or discharge any or all of its obligations under this Agreement, any
remedy at law may prove to be inadequate relief to the Investor.  The Company therefore agrees that the
Investor shall be entitled to seek temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages and without
posting a bond or other security.


[Signature Page Follows]



 7
 






 



IN WITNESS WHEREOF,
the Investor and the Company have caused their respective signature page to
this Amendment Agreement to be duly executed as of the date first written
above.


 


	
  

  	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  IPARTY CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ SAL V. PERISANO

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Sal V. Perisano

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
							



 


 


 


	
  

  	
  INVESTOR:

  	 

	
   

  	
   

  	
   

  
	
   

  	
  HIGHBRIDGE INTERNATIONAL LLC

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HIGHBRIDGE CAPITAL

  	 

	
   

  	
  MANAGEMENT, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ ADAM J. CHILL

  	 

	
   

  	
   

  	
  Name:

  	
  Adam J. Chill

  	 

	
   

  	
   

  	
  Title:

  	
  Managing Director

  	 

								



 



 8