WEB SITE DEVELOPMENT AGREEMENT



                  This Web Site Development Agreement ("Agreement") is made by

and between IParty, Corp. with its principal place of business at 1350 Avenue of

Americas, New York, NY 10019 ("CLIENT") and Fry Multimedia ("Fry"), a wholly

owned subsidiary of Fry Communications, Inc., with its principal place of

business at 3971 South Research Park Drive, Ann Arbor, MI 48108.



                  WHEREAS, CLIENT desires to retain Fry to develop the World

Wide Web site (the "Web Site") for CLIENT as described in the Work Plan (as

defined in Section 1 below);



                  WHEREAS, Fry desires to undertake the development of the Web

Site and agrees to do so under the terms and conditions set forth in this

Agreement;



                  NOW, THEREFORE, for good and valuable consideration, the

parties agree as follows:



                  Section 1. Work Plan. Fry has prepared a Work Plan for the 

Web Site which includes the following:



                  (a)      a description of services to be provided by Fry;



                  (b)      a listing of all items to be delivered to CLIENT 

                           (the "Deliverables");



                  (c)      a schedule containing a delivery date for each 

                           Deliverable; and



                  (d)      a schedule setting forth the amount and timing of

                           Fry's compensation, including provisions for payment

                           of Fry's reasonable travel expenses.



                  Fry shall deliver the Work Plan to CLIENT. Upon approval of

the Work Plan by CLIENT, it will be attached as Exhibit A and will become part

of this Agreement. Fry shall immediately commence development of the Web Site in

conformity to the Work Plan.



                  Section 2. Payment. The total contract price for the Web Site

shall be as set forth in the Work Plan and shall be payable in installments

according to the payment schedule set forth therein. Each installment shall be

payable upon completion of each project phase by Fry and acceptance by CLIENT.

If this agreement is terminated pursuant to Section 13 prior to completion of

Exhibit A - Web Site Work Plan and Costs, Deliverable and Payment Schedule

becomes null and void and CLIENT is responsible only for payments as outlined in

Section 13.



                  Section 3. Changes in Project Scope. If at any time 

following acceptance of the Work Plan, CLIENT should desire to change the

specifications or other elements of the Work Plan, CLIENT shall submit to Fry 

a written proposal specifying such changes. Fry shall evaluate each such

proposal and shall submit to CLIENT a written response within ten (10) working

days following receipt thereof. Fry's response shall include a statement of the

availability of its personnel and resources, as well as the effect the proposed

changes will have on the price, delivery dates or warranty provisions of this

Agreement.



                  Any changes to the Work Plan shall be evidenced by a "Work

Plan Amendment." The Work Plan Amendment shall be signed by authorized

representatives of CLIENT and Fry, and shall be deemed a part of this Agreement.

If Fry does not approve the Work Plan Amendment, it shall not be obligated to

perform any additional services thereunder.



                  Section 4. Delays. Fry recognizes and agrees that its failure

to deliver the Web Site according to the Work Plan's delivery schedule will

result in expense and damage to CLIENT. Fry shall inform CLIENT immediately of

any anticipated delays in the delivery schedule and of the actions being taken

to assure completion of the Web Site within such schedule. If any delivery date

is missed, CLIENT may, at its sole option, declare a default under this

Agreement and may pursue all remedies set forth in Section 13. CLIENT may not

declare a default thereunder if such delay is caused by any action or failure to

act of CLIENT.



                  Section 5. Acceptance Testing. Upon completion of the Web Site

and the delivery of all items required to be provided under the Work Plan,

CLIENT shall have thirty (30) days from such completion to inspect, test and

evaluate the Web Site to determine whether it satisfies the acceptance criteria

set forth in the Work Plan.



                   If the Web Site does not satisfy the acceptance criteria,

CLIENT shall give Fry written notice stating why the Web Site is unacceptable.

Fry shall have ten (10) days from the receipt of such notice to correct the

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