INCENTIVE STOCK OPTION AGREEMENT FOR 2009 STOCK INCENTIVE PLAN

Exhibit 10.4

INCENTIVE STOCK OPTION AGREEMENT FOR 2009 STOCK INCENTIVE PLAN

iParty Corp.

Employer ID: 76-0547750

270 Bridge Street, Suite 301

Dedham, Massachusetts 02026

You have been granted an option to purchase iParty Corp. Common Stock as follows:

By your acceptance of this Stock Option Grant, you agree that this option is granted under and governed by the terms and conditions of iParty Corp.’s 2009 Stock Incentive Plan (as further amended or restated from time to time) and by the terms and conditions of iParty Corp.’s Incentive Stock Option Agreement, which is attached hereto.

iParty Corp.

Sal Perisano

Chairman of the Board and Chief Executive Officer

Acknowledged and Accepted by:

Attachment: iParty Corp. Incentive Stock Option Agreement

INCENTIVE STOCK OPTION AGREEMENT

1.             Grant of Option.     iParty Corp., a Delaware corporation (" iParty "), hereby grants to the Optionee named in the accompanying Stock Option Grant (the " Option Grant ") the option, pursuant to iParty's 2009 Stock Incentive Plan noted in the Option Grant (the " Plan "), to purchase an aggregate of the Total Number of Option Shares of Common Stock of iParty stated in the Option Grant at a price per share equal to the Option Price per Share stated in the Option Grant, purchasable as set forth in and subject to the terms and conditions of this Option Agreement and the Plan. Except where the context otherwise requires, the term "iParty" shall include the parent and all present and future subsidiaries of iParty as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the " Code ").

2.             Incentive Stock Option.     This option is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and shall be so construed; provided however, that nothing in this Agreement shall be interpreted as a representation, guarantee or undertaking on the part of iParty that the Option Grant is or will be determined to be an incentive stock option within the meaning of Section 422 of the Code.  As noted in the Plan, to the extent that the aggregate fair market value (determined at the Date of Grant) of the shares of Common Stock with respect to which this Option Grant plus all other incentive stock options the Optionee holds are exercisable for the first time by the Grantee during any calendar year (under all iParty plans) exceeds one hundred thousand dollars ($100,000), all or a portion of this Option Grant or any other incentive stock option held by the Optionee that exceed such limit (according to the order in which they were granted) shall be treated as nonqualified stock options.  In addition, the Option Grant, to the extent it has not been exercised, shall no longer be treated as an incentive stock option three (3) months after employment with iParty ceases due to retirement or a termination of employment, or one (1) year after employment terminates due to disability (within the meaning of Section 22(e)(3) of the Code or any successor provision).

3.           Exercise of Option and Provisions for Termination.

(a)   Vesting Schedule.     Except as otherwise provided in this Option Agreement, this option may be exercised up to and including the tenth anniversary of the Date of Grant stated in the Option Grant (hereinafter the " Expiration Date "). This option shall become exercisable (or " vest ") in installments for the number of shares set forth in the table in the Option Grant commencing on each of the respective Vesting Dates noted (each a " Vesting Date "). The right of exercise shall be cumulative so that if the option is not exercised to the maximum extent permissible during any exercise period, it shall be exercisable, in whole or in part, with respect to all shares not so purchased at any time prior to the Expiration Date or the earlier termination of this option. This option may not be exercised at any time after the Expiration Date.

(b)   Exercise Procedure.     Subject to the conditions set forth in this Agreement, this option shall be exercised by the Optionee's delivery of written notice of exercise to the Secretary of iParty, specifying the Date of Grant of this Option Agreement, the number of shares to be purchased and the purchase price to be paid therefor, and accompanied by payment in full in accordance with Section 4 . Such exercise shall be effective upon receipt by the Secretary of iParty of such written notice together with the required payment. The Optionee may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

 (c)   Continuous Relationship with iParty Required.     Except as otherwise provided in this Section 3 , this option may not be exercised unless the Optionee, at the time he or she exercises this option, is, and has been at all times since the Date of Grant of this option, an employee or director of, or a consultant, advisor or service provider to, iParty (an " Eligible Optionee "). In addition, this option may not be exercised while the Optionee is suspended for an offense which could lead to a termination by iParty for " cause " (as defined below).

(d)   Termination of Relationship with iParty.     If the Optionee ceases to be an Eligible Optionee for any reason, then, except as provided in this paragraph (d) and in paragraphs (e) and (f) below, the right to exercise this option shall terminate three (3) months after such cessation (but in no event after the Expiration Date), provided that this option shall be exercisable only to the extent that the Optionee was entitled to exercise this option on the date of such cessation. In addition, if the Optionee is an employee on an approved leave of absence, then this option shall not terminate as a result of such leave of absence unless and until the Optionee's employment relationship is ultimately terminated.

(e)   Exercise Period Upon Death or Disability.     If the Optionee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Expiration Date while he or she is an Eligible Optionee, or if the Optionee dies within three (3) months after the Optionee ceases to be an Eligible Optionee (other than as the result of a termination of such relationship by iParty for "cause" as specified in paragraph (f) below), this option shall be exercisable, within the period of 12 months following the date of death or disability of the Optionee (but in no event after the Expiration Date) only to the extent the Optionee was entitled to exercise this option on the date of such death or disability, by the Optionee or by the person to whom this option is transferred by will or the laws of descent and distribution.  Except as otherwise indicated by the context, the term "Optionee," as used in this option, shall be deemed to include the estate of the Optionee or any person who acquires the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Optionee.

(f)    Termination for Cause.     If (a) the Optionee's relationship with iParty is terminated by iParty for "cause" (as defined below), or (b) if the Optionee retires or resigns and iParty determines within three months thereafter that t