Exhibit 10.3




                               FIRST AMENDMENT TO
                                LETTER AGREEMENT

         This First Amendment to Letter Agreement (this "Amendment") is made and
entered into as of December 30, 2008 by and between iParty Corp., a Delaware
corporation (the "Company"), and David E. Robertson (the "Executive").

         WHEREAS, the Company and the Executive entered into a Letter Agreement
dated as of March 21, 2007 (the "Letter Agreement"); and

         WHEREAS, the Company and the Executive desire to modify the terms and
conditions of the Agreement as set forth below.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:

         1. Amendment Severance Paragraph of the Letter Agreement. The section
titled "Severance" of the Letter Agreement is hereby amended by deleting the
section in its entirety and replacing it with the following section:

         "SEVERANCE  After you have  completed  6 months of  active,  continuous
employment with the company, if your employment with the company is subsequently
terminated for any reason,  other than as a result of death or disability or for
Cause,  which  termination  constitutes  a separation  from  service  within the
meaning of  Treasury  Regulations  Section  1.409A-1(h),  as  promulgated  under
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"),  you
will be  entitled  to: (a)  receive 6 months of  severance  pay to be payable in
accordance with the normal payroll  policies and procedures of the company;  and
(b) the  continuation  of health,  dental  and life  insurance  benefits  on the
company's  plans  for a  period  of 6  months  after  the  termination  of  your
employment  (to the  extent  such  continuation  of  benefits  is allowed by the
applicable  plans),  and the  continuation of the company's  contribution to the
cost of such coverage (as of your  termination of  employment)  for such period;
such  payments  to commence  no earlier  than seven (7)  working  days after the
company  receives the executed  release required below and no later than 90 days
after the date of your  separation  from  service,  the exact payment date to be
determined  by the  company  in its sole  discretion,  provided  that you timely
execute and return the release and have not subsequently revoked such execution.
A separation  from service will not occur while you are on sick leave, or a bona
fide leave of  absence,  if the period of such leave does not exceed six months,
or if longer,  so long as you have a right to reemployment  with the company and
there is a  reasonable  expectation  that you will  return to  service  with the
company.  Notwithstanding  anything to the contrary set forth in this paragraph,
in the event  that you are  determined  to be a "key  employee"  as  defined  by
Section 416(i) of the Internal  Revenue 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 to you under this
Letter  Agreement as a result of or following any separation from service,  that
constitute "nonqualified deferred compensation" as defined under Section 409A of
the Code,  shall not be made before the date which is 6 months after the date of
separation  from  service  (or if  earlier,  the date of your death) and (i) all
payments that would have been made to you during such six (6) month period shall
be made in a lump sum on the date six (6)  months  and two days  after  the your
separation from service and (ii) all remaining  payments (if any) shall commence
on the next  regular  payroll  date in the seventh  (7th) month  following  your
separation  from  service.  For all purposes of Section 409A of the Code and the
related  Treasury  Regulations,  the  Executive's  entitlement  to severance pay
pursuant to this Letter Agreement shall be treated as an entitlement to a series
of separate payments.

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         The receipt of any payments or benefits under this section,  is subject
to your execution of a release in a form acceptable to the company. All payments
to be made under this section are subject to  applicable  withholding  and other
taxes.

         For  purposes  of this  letter,  "Cause"  shall  mean you  shall (a) be
charged with the  commission  of a felony  crime;  (b) commit any act or omit to
take any action in bad faith and to the  detriment of the  company;  (c) fail to
follow any  commercially  reasonable and lawful  direction of the Board or Chief
Executive  Officer of the company and continue to fail to follow such  direction
within  10 days of  written  notification  of same;  (d)  commit an act of fraud
against  the  company;   (e)  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 (f) breach any term of this  letter or the  Confidentiality
Agreement and fail to correct such breach within 10 days after written notice of
commission thereof."

         2. Ratification. Except as expressly amended hereby, the Letter
Agreement is hereby ratified and confirmed in all respects and shall continue in
full force and effect. This Amendment and the Letter Agreement shall hereafter
be read and construed together as a single document, and all references in the
Letter Agreement shall hereafter refer to the Letter Agreement as amended by
this Amendment.

         3. Amendments; Governing Law.This Amendment may not be changed orally
but only by a written instrument signed by the parties hereto. This Amendment
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.

         4. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

                                iParty Corp.

                                By: /s/ SAL PERISANO
                                    -------------------------------
                                Name: Sal Perisano
                                Title: President and Chief Executive Officer

                                EXECUTIVE:

                                /s/ DAVID E. ROBERTSON
                                ---------------------------
                                David E. Robertson
                                Address:  270 Bridge Street, Suite 301
                                           Dedham MA 02026

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