0001104659-06-052049 Sample Contracts

SUPPLY AGREEMENT
Supply Agreement • August 7th, 2006 • Iparty Corp • Retail-miscellaneous shopping goods stores • New York

This Supply Agreement (the “Agreement”) is dated as of August 7, 2006, by and between Amscan Inc., a New York corporation (“Amscan”), and iParty Corp. a Delaware corporation (“iParty”). Amscan and iParty are sometimes referred to herein collectively as the “parties”.

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CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Consent And • August 7th, 2006 • Iparty Corp • Retail-miscellaneous shopping goods stores • Massachusetts

This CONSENT AND AMENDMENT, dated as of August 7, 2006, (this “Amendment”) is made in reference to that certain the Loan and Security Agreement, dated as of August 23, 2000, by and between IPARTY RETAIL STORES CORP. (“iParty Retail” or a “Borrower”), a Delaware corporation, and IPARTY CORP., a Delaware corporation ( “iParty Corp.” or a “Borrower”, and together with iParty Retail, the “Borrowers”), and WELLS FARGO RETAIL FINANCE II, LLC, a Delaware limited liability company (the “Lender”), as amended by that First Amendment to Loan and Security Agreement dated as of May 23, 2002 by and between the Borrowers and the Lender, as amended by that Second Amendment to Loan and Security Agreement dated as of January 2, 2004 by and between the Borrowers and the Lender, and as amended by that Third Amendment to Loan and Security Agreement dated as of April 27, 2005 by and between the Borrowers and the Lender, and as amended by that Fourth Amendment to Loan and Security Agreement dated as of Janua

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 7th, 2006 • Iparty Corp • Retail-miscellaneous shopping goods stores • Massachusetts

This Asset Purchase Agreement (the “Agreement”) is entered into on August 7, 2006, by and between iParty Retail Stores Corp., a Delaware corporation (the “Buyer”), iParty Corp., a Delaware corporation (the “Buyer Parent”), Party City Corporation, a Delaware corporation (the “Seller”), and, with respect to certain sections hereof, certain other parties set forth on the signature pages hereto. The Buyer, Buyer Parent, the Seller, and, where applicable, the other parties set forth on the signature pages hereto are collectively referred to herein as the “Parties.”

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