Exhibit 10.2

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT (this "Agreement") is being made as of this 1st
day  of April, 2010 between iPARTY CORP., a Delaware corporation (the "Company")
and  DORICE  DIONNE,  an  individual  residing  at  288 Huron Avenue, Cambridge,
Massachusetts  (the  "Executive").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  and  the  Executive  previously  entered  into  an
employment  agreement dated as of March 22, 2007, which agreement was amended on
December  30, 2008 (the "Prior Employment Agreement") and which expires on March
31,  2010;  and

     WHEREAS,  the  Company  and  the  Executive  desire  to  enter  into  a new
Employment  Agreement  with  the  Executive  effective  as  of  April  1,  2010.

     NOW,  THEREFORE,  in  consideration  of  the mutual premises and agreements
contained  herein,  and intending to be legally bound hereby, the parties hereto
agree  as  follows:

     1.  Term  of  Employment.  Except  for  earlier  termination as provided in
Section  11 hereof, the Executive's employment under this Agreement shall be for
a  period  commencing  on  April  1,  2010  and  expiring on March 31, 2013 (the
"Initial Term") and shall automatically renew for successive additional terms of
one (1) year each (each a "Renewal Term"), unless earlier terminated as provided
in  this  Agreement.  The  Initial  Term  and  any Renewal Terms are hereinafter
collectively  referred  to  as  the  "Employment  Term.".

     2.  Duties,  Responsibilities  and  Positions.

     (a)  During  the  Employment Term, the Executive shall serve as Senior Vice
President--Merchandising  of  the  Company and perform all duties and accept all
responsibilities  incidental  to  such  position, as may be assigned to her from
time  to  time.  The  Executive  shall  be  subject  at all times to the general
supervision,  orders, advice and direction of the Chief Executive Officer of the
Company. The Executive shall also cooperate fully with the Board of Directors of
the  Company  (the  "Board")  and  other  executive  officers  of  the  Company.

     (b)  Upon  termination  of  the  Executive's employment for any reason, the
Executive  shall  be  deemed  to  have resigned from any other office or offices
within the Company and any subsidiary of the Company that the Executive may then
hold.

     (c)  During  the  Employment Term, the Executive shall devote substantially
all  her  full  working time, energy and efforts to the business of the Company;
provided,  however, that the Executive shall be allowed, to the extent that such
activities  do  not  materially interfere with the performance of her duties and
responsibilities  hereunder,  to  manage  her  personal and family financial and
legal  affairs  and  to  serve  on civic, not-for-profit and charitable industry
boards  and  advisory  committees.  The Executive shall only serve on for-profit
corporate boards of directors and advisory committees if approved in advance, in
writing,  by  the  Chief  Executive  Officer  or  the  Board.
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     (d)  The Executive represents to the Company that (i) the Executive has the
legal  capacity  to  execute and perform this Agreement and (ii) that she is not
currently  subject  to  or  bound  by  any employment agreement, non-competition
covenant,  non-disclosure  agreement or other agreement, covenant, understanding
or  restriction of any nature whatsoever which would prohibit the Executive from
executing  this  Agreement  and performing fully her duties and responsibilities
hereunder,  or  which  would  in  any manner, directly or indirectly, materially
limit the duties and responsibilities which it is now reasonably foreseeable may
now or in the future be assigned to the Executive by the Chief Executive Officer
or  the  Board.

     (e)  The  Executive shall at all times comply in all material respects with
policies  and  procedures adopted by the Company applicable to executives of the
Company,  including  without  limitation,  procedures  and  policies  regarding
conflicts  of  interest.

     3. Compensation. For all services rendered by the Executive in any capacity
during  the  Employment  Term,  including  without  limitation,  services  as an
officer, director, or member of any committee of the Company, or any subsidiary,
affiliate  or  division  thereof,  the Executive shall be compensated as follows
(subject,  in  each  case,  to  the  provisions  of  Section  11  below):

     (a)  Base  Salary. During the Employment Term, the Company shall pay to the
Executive  a  base salary on an annualized basis (the "Base Salary") as follows:
(i) for the period from April 1, 2010 through March 31, 2011, $200,850; (ii) for
the  period  from  April 1, 2011 through March 31, 2012, $206,875; (iii) for the
period  from  April  1,  2012  through March 31, 2013, $213,082 and (iv) for any
Renewal  Term  within  thirty  (30)  days  of the end of the Initial Term or any
Renewal  Term,  the  Compensation  Committee of the Board shall determine in its
sole  discretion  whether  or  not  to increase the Base Salary for such Renewal
Term.  The  term  "Base  Salary"  as  used in this Agreement shall refer to Base
Salary  in  effect  for  the  applicable  period  set  forth  in the immediately
preceding  sentence.  The Base Salary may not be decreased during the Employment
Term  without  the consent of the Executive. The Base Salary shall be payable in
accordance  with  the customary payroll practices of the Company. If, during the
Employment  Term,  the  Company consummates any material acquisitions or similar
transactions  which  increase  the size and scope of the Company's business, the
Compensation  Committee  of  the  Board  shall convene as promptly as reasonably
practicable  for  the  purpose of discussing whether or not it is appropriate to
increase  the  Executive's Base Salary; provided, however, that no such increase
shall  be  required.

     (b)  Bonus.  In  addition to the Base Salary provided herein, the Executive
shall  be entitled to participate in, and may receive performance bonus payments
under,  such  annual  bonus  plan  or plans as the Compensation Committee of the
Board  may  establish  from  time  to  time for senior executive officers of the
Company.  Any  such performance bonus or bonuses shall be determined in the sole
discretion  of  the  Compensation  Committee  of the Board. Without limiting the
generality  of the foregoing, such performance bonus or bonuses, if paid, may be
paid in stock, stock options, restricted stock, restricted stock units, cash, or
any  combination  thereof.

     (c)  Benefits.  During the Employment Term, the Executive shall be entitled
to  participate in all employee benefit and equity plans and fringe benefits and
prerequisites  generally  provided  to senior executives of the Company, in each
case  subject  to the eligibility requirements and other terms and provisions of
such  plans  and programs. The Company may amend, modify or rescind any employee
benefit  plan  or  program  and  change employee contribution amounts or benefit
costs  without  notice  in  its  discretion.

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     4.  Stock  Options Matters. Effective April 1, 2010, provided the Executive
is then employed by the Company, the options to purchase up to 260,000 shares of
common  stock of the Company granted to Executive on May 27, 2009, to the extent
not  then  vested, will become fully vested. On July 1, 2010 (the "Grant Date"),
provided  the  Executive is then employed by the Company, the Company will grant
the  Executive  stock options (the "Options") for an aggregate of 265,000 shares
of  common stock of the Company, at an exercise price equal to the closing price
of the common stock on such date, pursuant to the Company's 2009 Stock Incentive
Plan  (the  "Plan").  The Options shall comprise incentive stock options (to the
extent  permitted  under applicable laws) and the balance shall be non-qualified
stock  options  and  shall  vest  as follows: options for 88,325 shares shall be
vested  as of the Grant Date; options for an additional 88,325 shares shall vest
on  June  30,  2011, provided the Executive remains continuously employed by the
Company  through  June 30, 2011; and options for all remaining shares shall vest
on  June  30,  2012, provided the Executive remains continuously employed by the
Company  through June 30, 2012. The Options shall be subject to the terms of the
Plan and the terms and conditions of the Company's standard form of option grant
agreements  to  be  entered  into  between  the  Company  and the Executive as a
condition  of  grant  of  the  Options.  In  determining  other equity grants to
Executive  under  the Plan or any other equity plan of the Company, the Board of
Directors  will  take into account any options or other equity award grants that
are  expiring  and the Executives beneficial ownership interest in the Company's
common  stock,  including  any  options.

     5.  Expenses;  Vacations.  The Executive shall be entitled to reimbursement
for  reasonable  travel and other out-of-pocket expenses necessarily incurred in
the performance of her duties hereunder, upon submission and approval of written
statements  and  bills  in  accordance  with  the then regular procedures of the
Company.  The  Executive  shall  be  entitled  to  four  weeks paid vacation per
calendar  year,  with such vacation to be scheduled and taken in accordance with
the Company's standard vacation policies. Up to two (2) weeks accrued but unused
vacation time may be carried forward from year to year; provided, however, in no
event  shall  more than an aggregate of six (6) weeks of unused vacation time be
accrued  during  the  Employment  Term.

     6.  Representations  and  Warranties of the Company. The Company represents
and  warrants  to,  and  agrees  with,  the  Executive  that (i) pursuant to the
Delaware General Corporation Law, the Company's Certificate of Incorporation, as
amended  to  date  (the "Charter"), provides for indemnification of officers and
directors  of  the  Company  and  that  so  long  as  the Executive serves as an
executive  officer of the Company, unless required by applicable law the Charter
will not be amended to limit such indemnification without the written consent of
the Executive and (ii) the Company maintains an officers and directors liability
insurance  policy  which  insures  the  Executive  (subject  to  the limitations
contained  therein) and will maintain such a policy for so long as the Executive
serves  as  an  executive  officer  of  the  Company.

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     7. Developments. All developments, including inventions, whether patentable
or otherwise, trade secrets, discoveries, improvements, ideas and writings which
relate  to  or  may  be  useful  in  the  business of the Company, and which the
Executive, either by herself or in conjunction with any other person or persons,
has  conceived, made, developed, acquired or acquired knowledge of while engaged
in  any  activity on behalf of or while acting for the Company during the course
of  her  employment by the Company (the "Developments"), shall, on and after the
start  of  the  Employment  Term,  become the sole and exclusive property of the
Company.  The  Executive hereby assigns, transfers and conveys, and agrees to so
assign, transfer and convey to the Company, all of her right, title and interest
in and to any and all such Developments and to disclose in writing to the Board,
as  soon  as  practicable,  all Developments that she believes in her good faith
judgment  may be of material significance to the Company, and to reduce any such
Developments  to writing at the request of Board if she has not already done so.
At  any  time, and from time to time, upon the request and at the expense of the
Company,  the  Executive  will  execute  and  deliver  any  and all instruments,
documents  and papers, give evidence and do any and all other acts which, in the
reasonable  opinion  of  counsel  for  the  Company,  are  or  may reasonably be
necessary  or  desirable  to  document such transfer or to enable the Company to
file and prosecute applications for and to acquire, maintain and enforce any and
all  patents,  trademark  registrations  or  copyrights  under  United States or
foreign  law  with  respect to any such Developments or to obtain any extension,
validation,  reissue,  continuance  or  renewal of any such patent, trademark or
copyrights;  provided only that any such actions requested following termination
of employment shall not unreasonably interfere with Executive's then employment,
business  or  other  activities.  The  Company  will  be  responsible  for  the
preparation  of  any  such  instruments,  documents  and  papers  and  for  the
prosecution  of  any  such  proceedings and will reimburse the Executive for all
reasonable  expenses  incurred  by her in compliance with the provisions of this
Section  7.  The  Developments shall not include any knowledge or information of
any kind acquired by or disclosed to the Executive while serving in her capacity
as a member of the board of directors of any non-Company entity, in her capacity
as  a  private investor, or in any other circumstance during which the Executive
is  not  or  was  not  engaged  in  any  activity on behalf of or acting for the
Company.  Furthermore,  nothing  herein  shall preclude Executive from utilizing
Developments  applicable  to  retailing  generally  (whether  from  stores,  via
catalog,  via  e-commerce  or  otherwise)  following  termination of employment,
subject  always  to  the  provisions  of  Section  8  below.

     8.  Non-Competition  and  Non-Solicitation.

     (a)  Non-Competition.  The  Executive  agrees  that the Executive will not,
during  the  "Restrictive  Period",  as  defined  below, engage in, or otherwise
directly  or  indirectly be employed by, or act as a consultant or lender to, or
be  a  director, officer, employee, owner, co-venturer, member or partner of, or
use  or  expressly  permit  the  Executive's name to be used by (collectively an
"Engagement  With"),  any  business,  entity or organization which has a primary
line of business (i.e. representing more than 4.9% of its revenue) involving the
sale  at  retail,  whether  from store locations, and/or by or from direct mail,
catalogues  and/or  websites,  of  party  goods  and/or supplies anywhere in the
United  States  (a "Competing Entity"); provided, however, that in each case the
provisions  of  this Section 8(a) will not be deemed breached merely because the
Executive owns not more than five percent (5.0%) of the outstanding common stock
of a Competing Entity, if, at the time of its acquisition by the Executive, such
stock  is listed on a national securities exchange, is reported on NASDAQ, or is
regularly  traded  in  the  over-the-counter  market  by  a member of a national
securities  exchange;  and  provided,  further,  however,  that,  subject to the
provisions  of  Section  8(b),  nothing  herein shall prevent the Executive from
working  for  a  business  segment  or  department  of  a Competing Entity, or a
subsidiary,  division  or  other  entity  that  controls  or  is controlled by a
Competing  Entity  if  (and  only if), the business segment or department of the
Competing  Entity  for which the Executive provides services, or the subsidiary,
division  or  other entity by which the Executive has an Engagement With (as the
case  may  be),  (1)  does  not  itself  compete  with  the Company, and (2) the
Executive  does  not provide any services, advice, assistance and/or guidance to
any business segment or department, subsidiary, division, or other entity of the
Competing  Entity  which  competes with the Company. As used in this Section the
"Restrictive  Period"  shall  be (i) the period the Executive is employed by the
Company  and  (ii)  the  period of one (1) year after the Executive ceases to be
employed  by  the  Company  for  any  reason, or, in the case of the Executive's
Engagement  With  any  Competing  Entity  that  operates retail stores which are
located  in  any  states  where the Company has retail stores on the date of the
Executive's  cessation  of employment, the period of eighteen (18) months period
after  the  Executive  ceases  to  be  employed  by  the Company for any reason.

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     (b)  Non-Solicitation.  During  the  Restrictive Period, the Executive will
not,  either  directly or indirectly, (i) call on or solicit (for the purpose of
diverting  business  from  the  Company)  any person, firm, corporation or other
entity  who or which at the time of such termination was, or within one (1) year
prior thereto had been, a customer of the Company or (ii) solicit the employment
of  any  person (other than any family member) who was employed the Company on a
full  or  part-time  basis  at  any  time during the six (6) months prior to the
termination  of  Executive's  employment,  unless  such  person  prior  to  such
solicitation  of  employment  was  involuntarily  discharged  by  the  Company.

     9. Confidential Information. The Executive recognizes and acknowledges that
by  reason of her employment by and service to the Company, she has had and will
have  access  to  confidential  information  of  the Company and its affiliates,
including  without  limitation, information and knowledge pertaining to products
and  services  offered,  ideas,  plans,  trade secrets, proprietary information,
advertising,  distribution  and  sales  methods  and  systems,  sales and profit
figures,  customer  and  client lists, and relationships between the Company and
its customers, clients, suppliers and others who have business dealings with the
Company  (collectively,  "Confidential Information"). The Executive acknowledges
that  such Confidential Information is a valuable and unique asset and covenants
that  she will not, either during or at any time after the end of the Employment
Term,  use or disclose any such Confidential Information to any person or entity
for  any  reason  whatsoever (except as her duties described herein may require)
without  the  prior authorization of the Board, unless such information is in or
enters  the  public  domain  through  no  fault of the Executive or is otherwise
lawfully  known  by  third  parties.  In  the event the Executive becomes or may
become  legally  compelled  to disclose any Confidential Information (whether by
deposition,  interrogatory, request for documents, subpoena, civil investigative
demand  or other process or otherwise), the Executive shall provide to the Board
prompt  prior  written notice of such requirement so that the Company may seek a
protective  order  or  other appropriate remedy and/or waive compliance with the
terms of this Section 9. In the event that such protective order or other remedy
is  not obtained, or that the Company waives compliance with the provisions this
Section  9,  the  Executive  shall furnish only that portion of the Confidential
Information  which it is advised by counsel is legally required to be disclosed,
and  shall  use  her best efforts to insure that confidential treatment shall be
afforded  such  disclosed  portion  of  the  Confidential  Information.

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     10.  Equitable  Relief.

     (a)  The Executive acknowledges that the restrictions contained in Sections
7,  8  and  9  hereof  are  reasonable  and  necessary to protect the legitimate
interests  of  the  Company,  that  the Company would not have entered into this
Agreement  in  the  absence  of such restrictions, and that any violation of any
provision  of  those  Sections will result in irreparable injury to the Company.
The  Executive represents that her experience and capabilities are such that the
restrictions  contained  in Section 8 hereof will not prevent the Executive from
obtaining  employment or otherwise earning a living at the same general level of
economic  benefit  as  is  anticipated  by this Agreement. THE EXECUTIVE FURTHER
REPRESENTS  AND  ACKNOWLEDGES  THAT  (i)  SHE HAS BEEN ADVISED BY THE COMPANY TO
CONSULT  HER  OWN  LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT SHE HAS
HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THOROUGHLY
THIS  AGREEMENT  WITH  HER COUNSEL, AND (iii) SHE HAS READ AND FULLY UNDERSTANDS
THE  TERMS  AND  PROVISIONS  OF  THIS  AGREEMENT.

     (b)  The Executive agrees that the Company shall be entitled to preliminary
and  permanent  injunctive  relief,  without  the  necessity  of  proving actual
damages,  as  well as an equitable accounting of all earnings, profits and other
benefits  arising  from any violation of Sections 7, 8 or 9 hereof, which rights
shall be cumulative and in addition to any other rights or remedies to which the
Company  may be entitled. In the event that any of the provisions of Sections 7,
8 or 9 hereof should ever be adjudicated to exceed the time, geographic, product
or  service,  or  other  limitations  permitted  by  applicable  law  in  any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to  the  maximum  time,  geographic,  product  or  service, or other limitations
permitted  by  applicable  law.

     (c)  The Company and the Executive each irrevocably and unconditionally (i)
agree  that  any  suit,  action  or  other  legal proceeding arising out of this
Agreement, including without limitation, any action for preliminary or permanent
injunctive relief or other equitable relief, may be brought in the United States
District  Court for the Eastern District of Massachusetts, or if such court does
not  have  jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction  in  the  Commonwealth  of  Massachusetts,  (ii)  consent  to  the
non-exclusive  jurisdiction  of  any  such  court  in  any  such suit, action or
proceeding,  and  (iii)  waive  any  objection  which such party may have to the
laying  of  venue  of any such suit, action or proceeding in any such court. The
Company  and  the Executive each also irrevocably and unconditionally consent to
the  service  of  any  process,  pleadings,  notices or other papers in a manner
permitted  by  the  notice  provisions  of  Section  15  hereof.

     (d)  The Executive agrees that she will provide a copy of Sections 7, 8 and
9  of  this Agreement to any for-profit business or enterprise (i) which she may
directly  or  indirectly own, manage, operate, finance, join, participate in the
ownership, management, operation, financing, control or control of, or (ii) with
which  she  may  be  connected  with as an officer, director, employee, partner,
principal, agent, representative, or consultant, or in connection with which she
may  use  or  expressly permit her name to be used; provided, however, that this
provision  shall  not  apply  in  respect  of  Section 8 of this Agreement after
expiration  of  the  time  periods  set  forth  therein.

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     11.  Termination.

     (a)  Cause.  Notwithstanding  anything herein contained, if on or after the
date  hereof  and  prior  to  the  end  of the Employment Term, the Executive is
terminated  "For Cause" (as defined below) then the Company shall have the right
to give notice of termination of the Executive's services hereunder as of a date
to  be  specified in such notice, and the Employment Term shall terminate on the
date so specified. Termination "For Cause" shall mean the Executive shall (i) be
charged  with  the  commission of a felony crime; (ii) commit any act or omit to
take  any  action  in  bad  faith  and  to  the  detriment of the Company; (iii)
intentionally fail to follow any commercially reasonable and lawful direction of
the  Chief  Executive  Officer  or the Board and continue to fail to follow such
direction  within  ten (10) days of written notification of same; (iv) commit an
act  of  fraud  against  the  Company;  (v)  knowingly  provide materially false
information  concerning  the  Company  to  the Board, any governmental body, any
regulatory  agency,  any lender or other financing source of the Company, or any
shareholder  of  the Company; or (vi) breach any term of this Agreement and fail
to  correct  such breach within ten (10) days after written notice of commission
thereof.  In the event that this Agreement is terminated "For Cause" pursuant to
this  Section  11(a),  then  the Executive shall be entitled to receive only the
Base  Salary  at  the  rate  provided  in  Section  3(a)  to  the  date on which
termination  shall  take  effect,  any  accrued  vacation and unpaid expenses as
contemplated  under Section 5, and (iii) any performance bonus earned and unpaid
for  any  prior plan periods and, if applicable under any performance bonus plan
for  the  year of termination, the amount, if any, earned thereunder to the date
of  termination  (collectively,  "Accrued  Bonus  Payments").

     (b) Disability. In the event of the Disability of the Executive, as defined
below,  then  Executive  or the Company may terminate the Executive's employment
hereunder  upon  thirty  (30) days' written notice to the other. In the event of
termination as a result of Executive's Disability, no further compensation shall
be  payable  to the Executive, except that the Company shall pay or provide: (i)
any  accrued and unpaid Base Salary as contemplated under Section 3(a) up to the
effective  date  of  termination  of  employment,  (ii) any accrued vacation and
unpaid  expenses  as  contemplated  under  Section  5,  (iii)  any Accrued Bonus
Payments, (iv) the Executive's benefits set forth in Section 3(c), or comparable
benefits,  for  a period of six (6) months from such date of termination and (v)
make  severance  payments  to  the  Executive  for  a  period  of six (6) months
following her date of termination in an amount equal to the rate of Base Salary,
in  effect  at  the  date  of  termination  less  the total amount of disability
benefits,  if  any,  payable  to  Executive  under any disability plan or policy
maintained  by  the  Company.

     As  used  hereunder,  "Disability"  shall  mean  (A)  the  inability of the
Executive  to engage in any substantial gainful employment activity on behalf of
the  Company,  with or without reasonable accommodation, as that term is defined
under  applicable  state or federal law, by reason of any medically determinable
physical  or mental impairment (1) that can be expected to result in death or to
last  for  a  continuous  period  of not less than 12 months; or (2) that can be
expected  to result in death or to last for a continuous period of not less than
12  months  and  the  Executive  is  receiving income replacement benefits for a
period  of  not  less  than  three  (3) months under an accident and health plan
covering the Company's employees; or (B) the Executive shall be determined to be
totally  disabled  by  the  U.S.  Social  Security  Administration  ("SSA").  A
determination  of  Disability  (other  than a determination by the SSA) shall be
made  by  a  physician  satisfactory  to  both  the  Executive  and the Company;
provided,  that,  if  the Executive and the Company do not agree on a physician,
the  Executive  and  the  Company  shall  each  select a physician and these two
together  shall  select  a third physician, whose determination as to disability
shall  be  binding  on  all  the  parties  to  this  Agreement.

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     (c)  Death.  In the event that the Executive shall die, then her employment
shall  terminate  on the date of her death, and no further compensation shall be
payable  to  the  Executive,  except  for  any accrued and unpaid Base Salary as
contemplated  under  Section  3(a),  any accrued vacation and unpaid expenses as
contemplated under Section 5, any Accrued Bonus Payments and as may otherwise be
provided  under  any  insurance  policy  or  similar  instrument.

     (d)  Termination  Without  Cause.  In the event that the Company terminates
this  Agreement  or  the Executive's employment with the Company for any reason,
other  than  as  provided  under  Section  11(a),  11(b),  and  11(c),  then the
Executive's  employment shall terminate upon thirty (30) days' written notice to
the  Executive  and, the Company shall be obligated to pay to the Executive Base
Salary  earned,  but  not  yet  paid to the Executive, prior to the date of such
termination in accordance with Section 3(a), and reimburse the Executive for any
accrued  vacation and unpaid expenses incurred by the Executive through the date
of  termination in accordance with Section 5, and any Accrued Bonus Payments. In
addition,  subject to the provisions of Section 11(h) hereof and the Executive's
compliance (and continued compliance) with the provisions of Sections 7, 8 and 9
hereof,  (i) the Company shall pay to the Executive a severance payment equal to
twelve  (12)  months  salary  at  the  Base Salary as then in effect, payable in
twelve  (12)  equal  monthly  installments  and  (ii) for such twelve (12) month
period,  the Executive shall be entitled to continue to receive her then current
health,  life  and  disability  insurance  benefits  or,  in  the case of health
insurance  benefits,  payment  by  the  Company  of  applicable "COBRA" payments
(collectively  (i)  and (ii) are called the "Severance Payments"). Except as set
forth  in  Section  11(j), the Severance Payments shall commence no earlier than
seven  (7)  working  days  after  the  Company receives the executed release and
resignations  required  under  Section 11(h) and no later than 60 days after the
date  of the Executive's termination, the exact payment date to be determined by
the  Company in its sole discretion, provided that the Executive timely executes
and  returns  the release and does not subsequently revoke such execution. In no
event shall any Severance Payments hereunder be made to the Executive later than
December  31  of  the  second  calendar  year  following  her  termination.

     (e)  Change  of  Control.  Subject  to the provisions of Sections 11(i) and
11(j),  in  the  event  that  the  Company shall terminate this Agreement or the
Executive's  employment  hereunder  pursuant  to the provisions of Section 11(d)
within  thirteen (13) months following a Change in Control (as defined below) or
the  Executive  shall  terminate  this  Agreement and the Executive's employment
hereunder  for  Good  Reason  (as defined in Section 11(g)) within thirteen (13)
months  following a Change in Control, then, in lieu of (and not in addition to)
the  amounts to be paid (and benefits to be provided) by the Company pursuant to
Section  11(d)  or  Section 11(g), the Company shall have no further obligations
under  this  Agreement to the Executive other than the obligation to: (i) pay to
the  Executive  Base  Salary earned, but not yet paid to the Executive, prior to
the date of such termination in accordance with Section 3(a), (ii) reimburse the
Executive for any accrued vacation and unpaid expenses incurred by the Executive
through  the  date  of  termination  in  accordance  with Section 5, and pay any
Accrued  Bonus  Payments  and (iii) subject to the provisions of Sections 11(h),
11(i)  and  11(j), pay to the Executive a lump sum amount equal to eighteen (18)
months  of  the Executive's Base Salary, as then in effect. In addition, for the
twelve  (12)  month period following the date of such termination, the Executive
shall  be  entitled  to  continue  to  receive her then current health, life and
disability  insurance  benefits  or,  in  the case of health insurance benefits,
payment  by  the  Company of applicable "COBRA" payments. Except as set forth in
Section  11(j),  such  lump sum payment set forth above shall be made within ten
(10)  working  days  after  the  Company  receives  the  executed  release  and
resignations required under Section 11(h), but in no event later than sixty (60)
days  after the date of Executive's termination, provided that the Executive has
not  subsequently  revoked  such  release  thereunder.

                                       8
<PAGE>
     As used in this Agreement, "Change in Control" shall mean the occurrence of
any one of the following events:

     (i)  any Person  other  than  an  employee  benefit  plan of the Company or
          of any wholly-owned subsidiary of the Company becomes the owner of 50%
          or more of the combined voting power of the Company's then outstanding
          voting securities and thereafter individuals who were not directors of
          the  Company  prior  to  the  date  such Person became a 50% owner are
          elected as directors pursuant to an arrangement or understanding with,
          or upon the request of or nomination by, such Person and constitute at
          least  one-half  of  the Board; provided, however, such acquisition of
          ownership shall not constitute a Change of Control if the Executive or
          an  Executive  Related  Party  is  the  Person  or a member of a group
          constituting  the  Person  acquiring  such  ownership;  or

     (ii) there occurs  any  solicitation  or  series  of  solicitations  of
          proxies  by  or  on  behalf  of  any  Person  other than the Board and
          thereafter  individuals who were not directors of the Company prior to
          the  commencement  of such solicitation or series of solicitations are
          elected as directors pursuant to an arrangement or understanding with,
          or upon the request of or nomination by, such Person and constitute at
          least  one-half  of  the  Board  of  Directors;  or

     (iii) the Company  executes  an  agreement  of  sale,  merger  or
          consolidation  which  contemplates  that  (x) after the effective date
          provided  for  in  such  agreement,  all  or  substantially all of the
          business  and/or  assets  of  the  Company  shall  be owned, leased or
          otherwise  controlled  by  another  Person and (y) individuals who are
          directors  of  the  Company  when such agreement is executed shall not
          constitute at least one-half of the board of directors of the survivor
          or  successor entity immediately after the effective date provided for
          in  such  agreement;  provided,  however,  that  for  purposes of this
          paragraph  (iii),  if such agreement requires as a condition precedent
          approval  by  the  Company's  shareholders  of  the  agreement  or
          transaction,  a  Change  of  Control shall not be deemed to have taken
          place  unless  and  until  such approval is secured (but upon any such
          approval,  a Change of Control shall be deemed to have occurred on the
          effective  date  of  such  agreement).

                                       9
<PAGE>

     "Executive  Related  Party"  shall  mean  any Affiliate or Associate of the
Executive  other  than  the  Company  or  a Subsidiary of the Company. The terms
"Affiliate"  and  "Associate"  shall  have the meanings ascribed thereto in Rule
12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(the  term  "registrant" in the definition of "Associate" meaning, in this case,
the  Company).

     "Person" shall have the meaning used in Section 13(d) of the Exchange Act,
as in effect on the date hereof.

     (f)  Termination  by  Executive. In the event that the Executive desires to
resign  voluntarily  as  Senior  Vice  President--Merchandising,  the  Executive
covenants  to  provide  the  Company with not less than ninety (90) days written
notice of any such voluntary resignation; and further the Executive covenants to
cooperate  in  good  faith in order to facilitate a smooth transfer of authority
during  the period from notice of resignation to the date of termination. In the
event that the Executive's employment is terminated by the Executive pursuant to
this  Section  11(f),  then the Executive shall be entitled to receive an amount
payable  in  a  lump  sum  within  ten  (10) business days following the date of
termination,  equal  to  the  sum  of  any  accrued  and  unpaid  Base Salary as
contemplated  by  Section  3(a),  any  accrued  vacation  and unpaid expenses as
contemplated  by  Section  5  and  any  Accrued  Bonus  Payments.

     (g)  Good  Reason. The Executive may, upon thirty (30) days written notice,
terminate her employment with the Company for "Good Reason". "Good Reason" shall
mean  any  material breach by the Company of its obligations hereunder which are
not  cured  within thirty (30) days following receipt of written notice from the
Executive  detailing such breach and such notice is sent by the Executive within
ninety (90) days after the occurrence of such an event. The parties agree that a
material  breach  shall  mean  (x)  any  material  diminution in the Executive's
duties,  authority,  reporting relationships or responsibilities (whether or not
accompanied  by  a  title change) not consented to by the Executive, and (y) the
relocation  of the principal executive offices of the Company a distance of more
than  35  miles  from its current location not consented to by the Executive. In
the event that the Executive terminates her employment with the Company for Good
Reason,  the  Company  shall  be  obligated  to pay to the Executive Base Salary
earned, but not yet paid to the Executive, prior to the date of such termination
in  accordance  with  Section  3(a),  reimburse  the  Executive  for any accrued
vacation  and  unpaid  expenses  incurred  by  the Executive through the date of
termination  in accordance with Section 5 and pay any Accrued Bonus Payments. In
addition, subject to the provisions of Section 11(h) hereof, and the Executive's
compliance (and continued compliance) with the provisions of Sections 7, 8 and 9
hereof,  and  so  long  as the Executive's termination of employment shall occur
within  thirteen  (13)  months following the initial existence of one or more of
the  foregoing  conditions constituting Good Reason hereunder, the Company shall
pay  and  provide  to  the  Executive  the  Severance  Payments.

                                       10
<PAGE>

     (h)  Release.  Notwithstanding  anything  to the contrary contained in this
Agreement,  the  Executive  (or her estate) shall not be entitled to receive the
payments  and  benefits  set  forth  in  this Section 11 (other than Base Salary
through the effective date of termination in accordance with Section 3(a) hereof
and  reimbursement  of  expenses  in accordance with Section 5) prior to (i) the
execution,  delivery  and  non  revocation  by the Executive to the Company of a
valid  and  fully  effective  general release and nondisparagement agreement (in
form  and  substance  reasonably  satisfactory  to  the  Company) of all claims,
including but not limited to the Age Discrimination in Employment Act, Title VII
of  the  Civil  Rights  Act of 1964, which the Executive might have at such time
against the Company and (ii) the resignation of the Executive from all positions
of  any  nature  which the Executive may then have held with the Company and any
subsidiary  of  the  Company.

     (i) Limitation as to Amounts Payable. Notwithstanding any provision of this
Agreement  to  the  contrary  (including  without  limitation  the provisions of
Section 11(e)), if all or any portion of the amounts to be paid to the Executive
under  this  Agreement  otherwise  would be a "parachute payment," as defined in
section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")
and  the  Treasury  Regulations  thereunder,  the aggregate present value of the
total  amounts to be paid to the Executive under this Agreement shall be limited
to  an  amount  that  is  less  than  three  times  the  Executive's "annualized
includible  compensation  for the base period," as defined in section 280G(d) of
the  Code and any Treasury Regulations thereunder; provided, however, that in no
event  shall the amount payable under this Agreement be reduced pursuant to this
Section  11(i) to less than the maximum amount that may be paid to the Executive
without causing any portion of such amount to become nondeductible under section
280G  of  the  Code and subject to the excise tax imposed by section 4999 of the
Code.  The  determination of the Executive's "annualized includible compensation
for  the  base  period"  and the deductibility of payments made pursuant to this
Agreement  shall  be  made  by the independent outside accounting firm regularly
retained  by  the  Company.  For purposes of this Section 11(i), "present value"
shall be determined in accordance with section 280G of the Code and the Treasury
Regulations  thereunder.

     (j) Coordination with Section 409A of the Code. Notwithstanding anything to
the  contrary  set  forth in this Section 11, in the event that the Executive is
determined  to  be  a  "key  employee"  as defined by Section 416(i) of the Code
(without  regard to paragraph 5), to the extent necessary to comply with Section
409A  of  the  Code,  and  the  Treasury Regulations thereunder, any payments or
distributions due the Executive under this Agreement as a result of or following
any  separation from service shall not be made before the date which is 6 months
after  the  date of separation from service (or if earlier, the date of death of
the  Executive).  All payments that would have been made to the Executive during
such six (6) month period shall be made in a lump sum on the date six (6) months
and  two  days  after  the  Executive's  date of separation from service and all
remaining  payments  (if any) shall commence on the next regular payroll date in
the  seventh  (7th)  month  following  the  Executive's  date of separation from
service.  Notwithstanding  anything to the contrary contained in this Agreement,
Executive's termination of employment shall occur only upon his "separation from
service" within the meaning of Treasury Regulations Section 1.409A-1(h). For all
purposes  of  Section 409A of the Code and the related Treasury Regulations, the
Executive's  entitlement  to  severance  pay pursuant to this Agreement shall be
treated  as  an  entitlement  to a series of separate payments. All payments and
benefits  provided under this Agreement are intended to either comply with or be
exempt  from Section 409A of the Code and the terms hereof shall be administered
and  construed  accordingly,  provided  that  nothing  in  this  Agreement shall
constitute  an agreement not to withhold any sums required under Section 409A or
to  assume  any  liability  for  withholdings  necessary  under  Section  409A.

                                       11
<PAGE>
     12.  Survival.  Except  as  otherwise  provided  in  this  Agreement,
notwithstanding  the termination of this Agreement or the Executive's employment
for  any  reason,  the  Executive's  obligations under Sections 2(b), 7, 8 and 9
hereof shall survive and remain in full force and effect for the periods therein
provided,  and  the  provisions  for  equitable  relief against the Executive in
Section 10 hereof shall continue in force, along with the provisions of Sections
11(j)  through  20 hereof. In addition, the obligations of the Company set forth
in  Section 11 shall survive any termination (as applicable) and shall remain in
full  force and effect until such obligations are satisfied in full (subject, as
applicable,  to the Executive's compliance with the provisions of Section11(h)).

     13.  Assignment. All of the terms and provisions of this Agreement shall be
binding  upon  and  inure to the benefit of and be enforceable by the respective
heirs,  executors, administrators, legal representatives, successors and assigns
of  the  parties  hereto,  except  that  the  duties and responsibilities of the
Executive  hereunder  are  of  a  personal nature and shall not be assignable or
delegatable  in  whole  or  in  part  by  the  Executive.

     14. Modification. This Agreement sets forth the entire understanding of the
parties  with  respect  to  the  subject  matter hereof, supersedes all existing
agreements between them concerning such subject matter, and may be modified only
by  a  written  instrument  duly  executed  by  each  party.

     15.  Notices.  All  notices  and other communications required or permitted
hereunder  or necessary or convenient in connection herewith shall be in writing
and  shall  be  deemed  to have been given when hand delivered or three (3) days
after  being  mailed  by registered or certified mail, as follows (provided that
notice of change of address shall be deemed given only when received): If to the
Company:

iParty Corp.
270 Bridge Street
Suite 301
Dedham, MA 02026
Attn: Corporate Secretary

                                       12

<PAGE>
With a required copy to:

Chairman of the Compensation Committee
of the Board of Directors
c/o iParty Corp.
270 Bridge Street
Dedham, MA 02026

If to the Executive:

Dorice Dionne
288 Huron Avenue
Cambridge, MA 02138

     16. Remedies Cumulative; No Waiver. No remedy conferred upon the Company by
this  Agreement  is  intended  to be exclusive of any other remedy, and each and
every  such  remedy  shall  be  cumulative and shall be in addition to any other
remedy  given  hereunder  or  now  or hereafter existing at law or in equity. No
delay  or  omission  by  the  Company  in  exercising any right, remedy or power
hereunder  or  existing  at  law  or  in  equity  shall be construed as a waiver
thereof,  and  any  such  right, remedy or power may be exercised by the Company
from  time  to  time and as often as may be deemed expedient or necessary by the
Company  in  its  sole  discretion.

     17.  Binding  Effect.  The  Executive's  rights  and obligations under this
Agreement  shall  not  be  transferable  by assignment or otherwise, such rights
shall  not be subject to encumbrance or the claims of the Executive's creditors,
and any attempt to do any of the foregoing shall be void. The provisions of this
Agreement  shall  be  binding upon and inure to the benefit of the Executive and
her  heirs  and personal representatives, and shall be binding upon and inure to
the  benefit  of  the  Company  and its successors and those who are its assigns
under  Section  13.

     18.  Entire  Agreement;  Contents  of  Agreement.

     (a)  Effective  as  of  April 1, 2010, this Agreement sets forth the entire
understanding  among  the  parties  hereto  with  respect  to the subject matter
hereof.  This  Agreement  cannot  be  changed,  modified, extended or terminated
except  upon  written  amendment  executed  by the Executive and approved by the
Board  and  executed  on behalf of the Company by a duly authorized officer. The
Executive  acknowledges  that  the  effect  of  this  provision  is that no oral
modifications  of  any  nature  whatsoever to this Agreement shall be permitted.

     (b)  The  Executive  acknowledges  that  from time to time, the Company may
establish,  maintain  and  distribute  manuals  or handbooks or personnel policy
manuals,  and  officers or other representatives of the Company may make written
or  oral statements relating to personnel policies and procedures. Such manuals,
handbooks  and  statements  are intended only for general guidance. No policies,
procedures  or  statements of any nature by or on behalf of the Company (whether
written  or  oral,  and  whether  or  not contained in any manual or handbook or
personnel  policy  manual),  and  no  acts  or practices of any nature, shall be
construed  to  modify this Agreement or to create express or implied obligations
of  any  nature  to  the  Executive.

                                       13
<PAGE>
     19. Headings. The headings in this Agreement are solely for the convenience
of  reference and shall be given no effect in the construction or interpretation
of  this  Agreement.

     20.  Counterparts;  Governing  Law.  This  Agreement may be executed in any
number  of  counterparts,  each of which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument. It shall be
governed  by,  and construed in accordance with, the laws of The Commonwealth of
Massachusetts,  without  giving  effect  to the rules governing the conflicts of
laws.

                   [Signatures Appears on the Following Page]

                                       14
<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above. iPARTY CORP.


                                          By:  /s/ DAVID ROBERTSON
                                               -------------------
                                          Name:  David Robertson
                                          Title: Chief Financial Officer


                                          /s/ DORICE DIONNE
                                          -----------------
                                          Dorice Dionne

                                       15