EXHIBIT 10.31.1

         THIS LEASE, dated the 26th day of May, 2006

Between           WALTER ZIMMER & SON (732) 842-9595
                  P.O. Box O
                  157 Board Street, Suite #203
                  Red Bank, NJ  07701

Parties           herein referred to as the Landlord, and

                  BigString Corporation
                  3 Harding Rd., Ste. F
                  Red Bank, NJ  07701

                  herein referred to as Tenant,

                  WITNESSETH:  That the Landlord  hereby demises and leases unto
                  the  Tenant,  and the Tenant  hereby  hires and takes from the
                  Landlord  for  the  term  and  upon  the  rentals  hereinafter
                  specified, the premises described as follows,  situated in the
                  Boro of Red Bank, County of Monmouth and State of New Jersey

Premises          Being known as Suite E, 2,556  square feet of office  space on
                  the first floor of the southeast  side,  together with the use
                  in common  with other  tenants of  lavatories,  corridors  and
                  elevators,  in the building known as 3 Harding Road, Red Bank,
                  New Jersey.

Term              The term of this demise shall be for One Year

                  Beginning June 1, 2006 and ending May 31, 2007.

                  The rent for the demised  term shall be Forty Two Thousand One
                  Hundred Seventy Four Dollars and 00/100 ($42,174.00).

                  The said rent is to be payable monthly in advance on the first
                  day  of  each   calendar   month  for  the  term  hereof,   in
                  installments as follows:

Payment of Rent                6/1/06 - 5/31/07         $3,515.00


                  at the office of Walter  Zimmerer & Son, P.O. Box O, Red Bank,
                  NJ  07701  or as may be  otherwise  directed  by  Landlord  in
                  writing.

                  THE ABOVE LETTING IS UPON THE FOLLOWING  CONDITIONS:  First. -
Peaceful          The  Landlord  covenants  that the  Tenant on paying  the said
Possession        rental and  performing  the covenants  and  conditions in this
                  Lease  contained,  shall and may  peaceably  and quietly have,
                  hold and enjoy the demised premises for the term aforesaid.

Purpose           Second. - The Tenant covenants and  agrees  to use the demised
                  premises as a

                                 General Office

                  and agrees not to use or permit  the  premises  to be used for
                  any other  purpose  without the prior  written  consent of the
                  landlord endorsed hereon.

<PAGE>

Default in        Third.  -  The  Tenant  shall,  without  any  previous  demand
Payment of        therefore, pay to the Landlord, or its agent, the said rent at
Rent              the times and in the manner  above  provided.  In the event of
                  the non-payment of said rent, or any installment  thereof,  at
Abandonment       the times and in the manner  above  provided,  and if the same
Of Premises       shall remain in default for ten days after becoming due, or if
                  the Tenant shall be  dispossessed  for non-payment of rent, or
Re-entry and      if the leased  premises  shall be  deserted  or  vacated,  the
Reletting by      Landlord  or its agents  shall have the right to any may enter
Landlord          the said premises as the agent of the Tenant,  either by force
                  or  otherwise,  without  being liable for any  prosecution  or
                  damages therefore,  and may relet the premises as the agent of
Tenant Liable     the Tenant, and receive the rent therefore, upon such terms as
for Deficiency    shall be satisfactory  to the Landlord,  and all rights of the
                  Tenant to  repossess  the  premises  under this lease shall be
Lien of           forfeited.  Such re-entry by the Landlord shall not operate to
Landlord to       release the Tenant from any rent to be paid or covenants to be
Secure            performed  hereunder  during the full term of this lease.  For
                  the purpose of reletting,  the Landlord  shall be authorize to
                  make such repairs or alterations in or to the leased  premises
Performance       as may be  necessary  to  place  the  same in good  order  and
Attorney's        condition.  The Tenant shall be liable to the Landlord for the
Fees              cost of such repairs or alterations,  and all expenses of such
                  reletting.  If the sum  realized  or to be  realized  from the
                  reletting is  insufficient to satisfy the monthly or term rent
                  provided  in this lease,  the  Landlord,  at its  option,  may
                  require the Tenant to pay such  deficiency  month by month, or
                  may hold the Tenant in advance for the entire deficiency to be
                  realized  during the term of the  reletting.  The Tenant shall
                  not be  entitled  to any  surplus  accruing as a result of the
                  reletting.  The Landlord is hereby granted a lien, in addition
                  to any  statutory  lien or right to distrain that may exist on
                  all  personal  property  of the Tenant in or upon the  demised
                  premises, to secure payment of the rent and performance of the
                  covenants  and  conditions of this lease.  The Landlord  shall
                  have the right as agent of the Tenant,  to take  possession of
                  any  furniture,  fixtures  or other  personal  property of the
                  Tenant  found in or about the  premises,  and sell the same at
                  public or private  sale and to apply the  proceeds  thereof to
                  the payment of any monies  becoming due under this lease,  the
                  Tenant  hereby  waiving  the  benefit  of all  laws  exempting
                  property  from  execution,   levy  and  sale  on  distress  or
                  judgment.  The Tenant agrees to pay, as additional  rent,  all
                  attorney's fees and other expenses incurred by the Landlord in
                  enforcing any of the obligations under this lease.

Sub-letting and   Fourth.  - The Tenant  shall not sub-let the demised  premises
Assignment        nor any portion  thereof,  nor shall this lease be assigned by
                  the Tenant  without the prior written  consent of the Landlord
                  endorsed  hereon.  If tenant  needs to sublet,  landlord  must
                  first be consulted and any sub-let will be considered  only at
                  current  market  rates.  Administrative  costs  and  brokerage
                  commission will be charged for re-letting by Landlord.

Conditions of     Fifth.  - The Tenant has  examined the demised  premises,  and
Premises,         accepts them in their present  condition  (except as otherwise
                  expressly provided herein) and without any  representations on
                  the part of the  Landlord  or its agent as to the  present  or
                  future  condition of said premises.  The Tenant shall keep the
                  demised  premises  in good  condition,  and shall  redecorate,
                  paint and  renovate  the said  premises as may be necessary to
                  keep them in repair and good appearance. The Tenant shall quit
                  and  surrender  the premises at the end of the demised term in
                  as good  condition as the  reasonable use thereof will permit.
                  The  Tenant  shall  not make any  alterations,  additions,  or
Alterations       improvements  to  said  premises  without  the  prior  written
   And            consent of the Landlord. All erections, alterations, additions
Improvements      and improvements, whether temporary or permanent in character,
                  which may be made upon the premises  either by the Landlord or
                  the  Tenant,   except  furniture  or  movable  trade  fixtures
                  installed at the expense of the Tenant,  shall be the property
                  of the Landlord and shall remain upon and be surrendered  with
                  the premises as part thereof at the termination of this Lease,
                  without  compensation

                                       2
<PAGE>

Termination       to the Tenant. The Tenant further agrees to keep said premises
Inflammable       and all parts  thereof in a clean and sanitary  condition  and
Materials         free from trash,  inflammable material and other objectionable
                  matter.

Mechanics'        Sixth.  - In the  event  that  any  mechanics'  lien is  filed
Liens             against the premises as a result of alterations,  additions or
                  improvements made by the Tenant, the Landlord,  at its option,
                  after thirty days notice to Tenant,  may terminate  this lease
                  and may pay the said lien, without inquiring into the validity
                  thereof, and the Tenant shall forthwith reimburse the Landlord
                  the total expense  incurred by the Landlord in discharging the
                  said lien, as additional rent hereunder.

Insurance         Seventh.  - Tenant shall obtain,  pay for, and keep in effect,
                  for  the  benefit  of the  Landlord  and  the  Tenant,  Public
                  Liability Insurance on the Rental space. The insurance company
                  must be acceptable to the Landlord,  provided  Landlord  shall
                  act  reasonable in judging such company's  acceptability.  The
                  coverage must be at least the minimum amount of  $1,000,000.00
                  under this  Lease.  Landlord  shall be named as an  additional
                  insured on such policy. All such policies shall state that the
                  insurance  company cannot cancel or refuse to renew without at
                  least ten (10) days  written  notice to the  Landlord.  Tenant
                  shall deliver a certificate of insurance to the Landlord, with
                  proof of full  payment of the first  year's  premium  prior to
                  Landlord granting access to the premises to the Tenant. Tenant
                  shall deliver a renewal  certificate  of insurance to Landlord
                  not  less  than 15 days  before  the  expiration  date of each
                  policy.  Landlord  and  Tenant  shall  each  obtain  their own
                  insurance  for fire and other  casualty as to that property in
                  which that party has an insurable interest.

Glass             The Tenant  agrees to replace at the Tenant's  expense any and
                  all  glass  that  may  become  broken  in and  on the  demised
                  premises. Plate glass and mirrors, if any, shall be insured by
                  the  Tenant  at  their  full  insurable  value  in  a  company
                  satisfactory to the Landlord.

Liability of      Eighth.  - The Landlord shall not be responsible  for the loss
Landlord          of or damage to property,  or injury to persons,  occurring in
                  or about the  demised  premises,  by reason of an  existing or
                  future  condition,  defect,  matter  or thing in said  demised
                  premises or the property of which the premises are a part,  or
                  for the acts,  omissions  or  negligence  of other  persons or
                  tenants in and about the said  property.  The Tenant agrees to
                  indemnify  and save the Landlord  harmless from all claims and
                  liability for losses of or damage to property,  or injuries to
                  persons occurring in or about the demised premises. The tenant
                  at his own expense shall supply a business liability insurance
                  certificate  stating landlord as an additional  insured to the
                  landlord,  with  minimum  liability  coverage in the amount of
                  $500,000.00.  All  policies  shall  state  that the  insurance
                  company  cannot  cancel or refuse to renew without at least 10
                  days written notice to the Landlord.

Services and      Ninth.  -  Utilities  and  services  furnished  to the demised
Utilities         premises  for the benefit of the Tenant  shall be provided and
                  paid for as follows: water by the Landlord; electricity by the
                  Tenant;  heat by the Tenant;  air  conditioning by the Tenant;
                  hot water by the Landlord;

                  Tenants  shall be  responsible  directly to the  Landlord  for
                  their share of the  electrical  usage from the Jersey  Central
                  Power  &  Light  Co.   ("JCP&L")  for  Meter  No.   G64383070.
                  Supplemental  individual usage meters are read by the landlord
                  each  month in each  suite  the same day as  JCP&L's  meter is
                  read.  From this  reading,  the Landlord  calculates  Tenant's
                  individual  portion  of the bill.  JCP&L's  meter is and shall
                  remain  in the  name  of the  Landlord  and is  understood  to
                  service only suites A and E.

                                       3
<PAGE>

                  The Landlord shall not be liable for any interruption or delay
                  in any of the above services for any reason.

                  It is understood that the trash is picked up each evening from
                  a container provided by Landlord in designated area of parking
                  lot.   Tenant  shall   deposit  their  office  trash  in  said
                  container.
                  *See paragraph #29.

Right to          Tenth. - The Landlord,  or its agents, shall have the right to
Inspect and       enter the demised  premises at reasonable  hours in the day or
Exhibit           night,  to  examine  the same,  or to run  telephone  or other
                  wires, or to make such repairs, additions or alterations as it
                  shall  deem   necessary  for  the  safety,   preservation   or
                  restoration  of  the  improvements,   or  for  the  safety  or
                  convenience  of the occupants or users thereof (there being no
                  obligation,  however,  on the part of the Landlord or make any
                  such  repairs,  additions or  alterations),  or to exhibit the
                  same to  prospective  purchasers  and put upon the  premises a
                  suitable  "For  Sale"  sign.  For  three  months  prior to the
                  expiration  of the demised  term,  the Landlord or its agents,
                  may similarly exhibit the premises to prospective tenants, and
                  may place the usual "To Let" signs thereon.

Damage by         Eleventh.  - In the event of the  destruction  of the  demised
Fire, Explosion   premises or the building containing the said premises by fire,
the Elements      explosion,  the elements or  otherwise  during the term hereby
or Otherwise      created,  or previous  thereto,  or such  partial  destruction
                  thereof as to render the premises wholly untenantable or unfit
                  for  occupancy,  or shall  the  demised  premises  be so badly
                  injured  that the same cannot be repaired  within  ninety days
                  from the  happening of such injury,  then and in such case the
                  term  hereby  created  shall,  at the option of the  Landlord,
                  cease and become  null and void from the date of such  damaged
                  or  destruction,  and the Tenant shall  immediately  surrender
                  said  premises  and all the Tenant's  interest  therein to the
                  Landlord,  and  shall  pay  rent  only  to the  time  of  such
                  surrender,  in  which  event  the  Landlord  may  reenter  and
                  re-possess the premises thus discharge from this lease and may
                  remove all parties  therefrom.  Should the demised premises be
                  rendered  untenantable  and  unfit for  occupancy,  but yet be
                  repairable  within  ninety  days  from the  happening  of said
                  injury or while repairs are being made,  but shall  recommence
                  immediately after said repairs shall be completed.  But if the
                  premises  shall be so  slightly  injured as not to be rendered
                  untenantable and unfit for occupancy, then the Landlord agrees
                  to repair the same with reasonable promptness and in that case
                  the rent  accrued and accruing  shall not cease or  determine.
                  The Tenant  shall  immediately  notify the Landlord in case of
                  fire or other damage to the premises.

Observation       Twelfth.  - The Tenant  agrees to observe  and comply with all
Of Laws,          laws, ordinances, rules and regulations of the Federal, State,
Ordinances,       County and Municipal authorities applicable to the business to
Rules and         to be  conducted  by the Tenant in the demised  premises.  The
Regulations       Tenant agrees not to do or permit  anything to be done in said
                  premises,  or keep anything  therein,  which will increase the
                  rate of fire  insurance  premiums on the  improvements  or any
                  part  thereof,  or on  property  kept  therein,  or which will
                  obstruct or  interfere  with the rights of other  tenants,  or
                  conflict with the  regulations of the Fire  Department or with
                  any  insurance  policy  upon  said  improvements  or any  part
                  thereof.  In the event of any increase in  insurance  premiums
                  resulting from the Tenant's occupancy of the premises, or from
                  any act or  omission  on the part of the  Tenant,  the  Tenant
                  agrees  to pay said  increase  in  insurance  premiums  on the
                  improvements or contents thereof as additional rent.

                                       4
<PAGE>


Signs             Thirteenth.  - No  sign,  advertisement  or  notice  shall  be
                  affixed to or placed upon any part of the demised  premises by
                  the Tenant,  except in such manner,  and of such size,  design
                  and color as shall be  approved  in  advance in writing by the
                  Landlord.

Subordination     Fourteenth. - This lease is subject and is hereby subordinated
of Mortgages      to all present and future  mortgages,  deeds of trust or other
and Deeds         encumbrances affecting the demised premises or the property of
of Trust          which the premises are a part.  The Tenant  agrees to execute,
                  at no expense to the  Landlord,  any  instrument  which may be
                  deemed  necessary  or  desirable  by the  Landlord  to further
                  effect the  subordination  of this lease to any such mortgage,
                  deed or trust encumbrance.

Sale of           Fifteenth.  - In  event  of the  sale by the  Landlord  of the
Premises          demised premises, or the property of which said premises are a
                  part,  the Landlord or the purchaser may terminate  this lease
                  on the  thirtieth  day of April in any year  upon  giving  the
                  Tenant  notice of such  termination  prior to the first day of
                  January in the same year.

Rules and         Sixteenth.  - The rules and regulations  regarding the demised
Regulations of    premises,  affixed to this lease, if any, as well as any other
Landlord          further  reasonable rules and regulations  which shall be made
                  by the  Landlord,  shall be  observed by the Tenant and by the
                  Tenant's  employees,   agents  and  customers.   The  Landlord
                  reserves  the right to rescind any  presently  existing  rules
                  applicable to the demised premises, and to make such other and
                  further  reasonable rules and regulations as, in its judgment,
                  may from time to time be  desirable  for the safety,  care and
                  cleanliness of the premises,  and for the preservation of good
                  order  therein,  which rules,  when so made and notice thereof
                  given to the  Tenant,  shall have the same force and effect as
                  if  originally  made a part  of this  lease.  Such  other  and
                  further rules shall not,  however,  be  inconsistent  with the
                  proper and  rightful  enjoyment  by the Tenant of the  demised
                  premises.

Violation  of     Seventeenth.  - In case of  violation  by the Tenant of any of
Covenants,        the covenants,  agreements and conditions of this lease, or of
Lease,            the rules Forfeiture of and regulations now or hereafter to be
Re-entry of       reasonably  established  by the Landlord,  and upon failure to
Landlord          discontinue  such  violation  within  ten  days  after  notice
                  thereof given to the Tenant, this lease shall thenceforce,  at
                  the  option of the  Landlord,  become  null and void,  and the
                  Landlord may re-enter  without  further notice of demand.  The
                  rent in such case shall become due, be apportioned and paid on
                  and up to the date of such  re-entry,  and the Tenant shall be
                  liable for all loss or damage resulting from such violation as
                  aforesaid.  No  waiver by the  Landlord  of any  violation  or
                  breach of  condition  by the  Tenant  shall  constitute  or be
                  construed  as a waiver  of any  other  violation  or breach of
                  condition,  nor shall lapse of time after  breach of condition
Non-waiver or     by the Tenant  before the Landlord  shall  exercise its option
Breach            under  this  paragraph  operate  to  defeat  the  right of the
                  Landlord  to declare  this lease null and void and to re-enter
                  upon the demised premises after the said breach or violation.

Notices           Eighteenth.  - All notices and  demands,  legal or  otherwise,
                  incidental  to this lease,  or the  occupation  of the demised
                  premises,  shall be in writing.  If the  Landlord or its agent
                  desires to give or serve upon the Tenant any notice or demand,
                  it shall be  sufficient  to send a copy thereof by  registered
                  mail,  addressed to the Tenant at the demised premises,  or to
                  lease a copy  thereof  with a person of suitable  age found on
                  the premises,  or to pose a copy thereof upon the door to said
                  premises.  Notices  from the Tenant to the  Landlord  shall be
                  sent by  registered  mail or  delivered to the Landlord at the
                  place  hereinbefore  designated for the payment of rent, or to
                  such  party  or place as the  Landlord  may from  time to time
                  designate in writing.

                                       5
<PAGE>

Bankruptcy,       Nineteenth.  - It is further agreed that if at any time during
Insolvency,       the term of this  lease the Tenant  shall make any  assignment
Assignment for    for the  benefit  of  creditors,  or be decreed  insolvent  or
Benefit of        bankrupt according to law, or if a receiver shall be appointed
Creditors         for  the  Tenant,  then  the  Landlord  may,  at  its  option,
                  terminate this lease,  exercise of such option to be evidenced
                  by notice to that effect served upon the  assignee,  receiver,
                  trustee or other  person in charge of the  liquidation  of the
                  property  of the  Tenant  or the  Tenant's  estate,  but  such
                  termination shall not release or discharge any payment of rent
                  payable  hereunder  and then accrued,  or any  liability  then
                  accrued  by  reason  of  any  agreement  or  covenant   herein
                  contained  on the part of the Tenant,  or the  Tenant's  legal
                  representatives.

Holding over      Twentieth.  - In the event that the Tenant shall remain in the
by Tenant         demised  premises  after  the  expiration  of the term of this
                  lease  without  having  executed a new written  lease with the
                  Landlord,  such holding over shall not constitute a renewal or
                  extension  of this  lease.  The  Landlord  may, at its option,
                  elect to treat the  Tenant as one who has not  removed  at the
                  end of his term, and thereupon be entitled to all the remedies
                  against the Tenant provided by law in that  situation,  or the
                  Landlord may elect,  at its option,  to construe  such holding
                  over as a  tenancy  from  month to month,  subject  to all the
                  terms and  conditions  of this  lease,  except as to  duration
                  thereof,  and in that event the Tenant  shall pay monthly rent
                  in advance at the rate of $7,030.00 per month.

Eminent           Twenty-first.  - If the property or any part  thereof  wherein
Domain,           the demised  premises are located  shall be taken by public or
Condemnation      quasi-public  authority  under any power of eminent  domain or
                  condemnation, this lease, at the option of the Landlord, shall
                  forthwith  terminate  and the  Tenant  shall  have no claim or
                  interest in or to any award of damages for such taking.

Security          Twenty-second.  - The Tenant has this day  deposited  with the
                  Landlord  the sum of  $5,272.50  as security  for the full and
                  faithful performance by the Tenant of all the terms, covenants
                  and  conditions  of this  lease upon the  Tenant's  part to be
                  performed,  which  said sum shall be  returned  to the  Tenant
                  after the time  fixed as the  expiration  of the term  herein,
                  provided the Tenant has fully and  faithfully  carried out all
                  the said terms,  covenants and  conditions on Tenant's part to
                  be  performed.  In the event of a bona fide  sale,  subject to
                  this lease,  the Landlord shall have the right to transfer the
                  security  to the vendor for the  benefit of the Tenant and the
                  Landlord  shall be considered  released by the Tenant from all
                  liability  for the  return of such  security,  and the  Tenant
                  agrees to look to the new  Landlord  solely  for the return of
                  said security, and it is agreed that this shall apply to every
                  transfer or assignment made of the security to a new Landlord.
                  The  security   deposited   under  this  lease  shall  not  be
                  mortgaged,  assigned or encumbered  by the Tenant  without the
                  written  consent of the  Landlord.  No portion of the security
                  deposit,  deposited  here  under  $5,272.50  may be applied by
                  tenant against any rental obligation due here under.

Arbitration       Twenty-third.  - Any dispute arising under this lease shall be
                  settled by  arbitration.  Then  Landlord and Tenant shall each
                  choose an arbitrator and the two arbitrators thus chosen shall
                  select a third arbitrator. The findings and award of the three
                  arbitrators  thus  chosen  shall be final and  binding  on the
                  parties hereto.

Delivery          Twenty-fourth. - No rights are to be conferred upon the Tenant
of Lease          until  this  lease  has been  signed by the  Landlord,  and an
                  executed copy of the lease has been delivered to the Tenant.

                                       6
<PAGE>

Lease             Twenty-fifth.  - The  foregoing  rights and  remedies  are not
Provisions        intended  to be  exclusive  but  additional  to all rights and
Not Exclusive     remedies the Landlord would otherwise have by law.

Leasing           Twenty-sixth.  - All of the terms, covenants and conditions of
Binding On        this lease shall  inure to the benefit of and be binding  upon
Heirs,            the respective heirs,  executors,  administrators,  successors
Successors,       and assigns of the parties  hereto.  However,  in the event of
Etc.              the death of the Tenant,  if an individual,  the Landlord may,
                  at its option,  terminate this lease by notifying the executor
                  or administrator of the Tenant at the demised premises.


Tenant            Twenty-seventh.  - This lease and the obligations of Tenant to
Obligation        pay rent hereunder and perform all of the other  covenants and
                  agreements  hereunder on part of Tenant to be performed  shall
                  in nowise be affected, impaired or excused because Landlord is
                  unable  to supply  or is  delayed  in  supplying  any  service
                  expressly  or implied to be supplied or is unable to make,  or
                  is delayed in making any repairs,  additions,  alterations  or
                  decorations  or is unable to supply or is delayed in supplying
                  any  equipment or fixtures if Landlord is prevented or delayed
                  from  so  doing  by  reason  of  governmental   preemption  in
                  connection  with  the  National   Emergency  declared  by  the
                  President of the United States or in connection with any rule,
                  order or regulation of any department or  subdivision  thereof
                  of any  governmental  agency or by reason of the conditions of
                  supply and demand which have been or are affected by the war.


No Oral           Twenty-eighth. - This instrument may not be changed orally.
Changes

Trash             Twenty-ninth. - It is understood that Tenant shall comply with
and Recycle       the trash and  recycling  program as outlined  and enforced by
                  the  Boro of Red Bank and by the  Landlord.  It is  understood
                  that  trash is picked up each  evening  by the  Borough of Red
                  Bank  from  a  deposit  container   provided  by  Landlord  in
                  designated  area of parking  lot.  Tenant  shall  deposit  his
                  office trash in said container.

Late Payment      Thirtieth.  - In every case in which Tenant is required by the
                  terms of this lease to pay Landlord a sum of money and payment
                  is not made within ten (10) days after the same becomes due, a
                  penalty of 5% shall be paid as additional  rent along with the
                  sum of money owed.  Interest  on Late  Payment - If any sum of
                  money  is not paid  within  30 days,  interest  shall  also be
                  payable from the first due date at the rate of (18%) per annum
                  calculated  on a per diem basis  until paid.  However,  if the
                  amount  of  interest  payable  to the  foregoing  exceeds  the
                  maximum rate allowed by law, then interest on said unpaid sums
                  shall accrue at the maximum rate allowed by law.  Landlord may
                  at its  option,  cause  such  late  charge  to be added to and
                  become a part of the next succeeding  monthly  installments of
                  fixed rent to be made pursuant here to. Any payment made shall
                  1st be applied to late fees,  interest and other  charges then
                  to current rents.

Chair Pads        Thirty-first.  - Chair  desk pads  must be used on the  carpet
                  under all rolling type chairs to preserve carpets.

Bulb              Thirty-second.  - Tenant shall be responsible  for the cost of
Replacement       replacement  of all  standard  lamps and bulbs and all ballast
                  used  by  tenant  in  the  Demised   Premises.   The  building
                  management  does not provide  such  service and tenant will be
                  billed appropriately when service is used.

                                       7
<PAGE>

Smoke-Free        Thirty-third.  - This building is a SMOKE FREE  building.  All
Building          Tenants are required to comply.

Parking           Thirty-fourth.  - It is understood that 4 parking spaces shall
                  be made  available for Tenant in the 3 Harding  Rd./Hudson St.
                  parking lot and her  employees on an "as  available"  basis in
                  the lot known as 195 Broad Street, Red Bank, only.

Lock Charges      Thirty-fifth.  -  Landlord  shall have a key for access to the
                  entire subject  premises at all times.  Landlord may enter the
                  premises at all times.  If Tenant changes locks,  the new keys
                  must be keyed to the Landlord's master key.

Notification At   Thirty-sixth. - Tenant shall notify Landlord 4 months (2/1/07)
End Of Lease      prior to  expiration  of this  Lease if he  intends  to vacate
Term              premises at the expiration of this Lease.


Signatures        The  landlord  and the tenant agree to the terms of this Lease
                  by signing below.  If a party is a corporation,  this Lease is
                  signed by its proper corporate officers and its corporate seal
                  is affixed.

IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Lease as of the day
and year aforesaid.

                                            Walter Zimmer & Son
                                            Landlord
Witness:


                                            /s/ Diana K. Welch
---------------------------------           ------------------------------------
As to Landlord                              Diana K. Welch
                                            Managing General Partner


                                            Tenant


                                            /s/ Darin Myman
---------------------------------           ------------------------------------
As to Tenant                                Darin Myman
                                            Chief Executive Officer
                                            BigString.com



                                       8
<PAGE>

                                    GUARANTY

In  consideration  of the execution of the within lease by the Landlord,  at the
request of the  undersigned  and in reliance of this guaranty,  the  undersigned
hereby  guarantees  unto the Landlord,  its successors  and assigns,  the prompt
payment  of all rent and the  performance  of all of the  terms,  covenants  and
conditions  provided in said lease,  hereby  waiving all notice of default,  and
consenting  to any  extensions  of time or  changes  in the manner of payment or
performance  of any of the terms and  conditions  of the said lease the Landlord
may  grant  the  Tenant,  and  further  consenting  to the  assignment  and  the
successive  assignments  of the  said  lease,  and  any  modifications  thereof,
including the sub-letting and changing of the use of the demised  premises,  all
without notice to the  undersigned.  The undersigned  agrees to pay the Landlord
all  expenses  incurred in  enforcing  the  obligations  of the Tenant under the
within lease and in enforcing this guaranty.


Witness:
          -----------------------------        -----------------------------
                                               Darin Myman

          -----------------------------        -----------------------------

Date:
      ---------------------------------

                     ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT

For value received,  the undersigned  Tenant hereby assigns all of said Tenant's
right,  title and interest in and to the within lease from and after unto Heirs,
successors,  and assigns,  the demised  premises to be used and occupied for and
for no other purpose,  it being expressly  agreed that this assignment shall not
in any manner  relieve the  undersigned  assignor from liability upon any of the
covenant of this lease.


Witness:                                                                  (SEAL)
          -----------------------------      -----------------------------


                                                                          (SEAL)
          -----------------------------      -----------------------------


Date:
      ---------------------------------

In consideration of the above assignment and the written consent of the Landlord
thereto, the undersigned  assignee,  hereby assumes and agrees from and after to
make all payments and to perform all  covenants and  conditions  provided in the
within lease by the Tenant therein to be made and performed.


Witness:                                                                  (SEAL)
          -----------------------------      -----------------------------


                                                                          (SEAL)
          -----------------------------      -----------------------------


Date:
      ---------------------------------


                                       9
<PAGE>


                              CONSENT TO ASSIGNMENT

The undersigned Landlord hereby consents to the assignment of the within lease
to

on the Express conditions that the original
Tenant , the assignor, herein, shall remain liable for the prompt payment of the
rent and the  performance  of the  covenants  provided  in the said lease by the
Tenant to be made and performed, and that no further assignment of said lease or
sub-letting  of any part of the premises  thereby  demised shall be made without
the prior written consent of the undersigned Landlord.


                                      ----------------------------------
                                      Landlord



Date:                                 By:
      -----------------------------        -----------------------------





                                       10