EXHIBIT 10.39
                           STOCK REDEMPTION AGREEMENT


         THIS STOCK  REDEMPTION  AGREEMENT (this  "Agreement"),  made as of this
31st  day of  May,  2006  (the  "Closing  Date"),  is by and  between  BigString
Corporation, a Delaware corporation (the "Corporation"), and Charles A. Handshy,
Jr.,  an  individual   residing  in  the  State  of  Oklahoma  (the   "Redeeming
Shareholder").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS,  the  Redeeming  Shareholder  owns  4,000,000  shares  of  the
Corporation's common stock, par value $.0001 per share ("Common Stock");

         WHEREAS,  the  Redeeming  Shareholder  has  agreed  to  sell,  and  the
Corporation has agreed to purchase, 2,000,000 shares of Common Stock held by the
Redeeming Shareholder (the "Subject Shares"),  upon the terms and subject to the
conditions set forth in this Agreement (the "Redemption"); and

         WHEREAS, as an inducement for the Corporation to effect the Redemption,
the  Redeeming   Shareholder  has  agreed,   as  provided  herein,   to  certain
restrictions with regard to the sale, assignment, transfer, encumbrance or other
disposition of the shares of Common Stock held by the Redeeming Shareholder that
are not part of the Subject Shares (the "Remaining Shares").

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants  and  undertakings  made by the parties  hereto,  and  intending to be
legally bound, it is hereby mutually agreed:

         1. Mutual Agreement to Redeem. The Redeeming  Shareholder hereby agrees
            --------------------------
to surrender  for  redemption to the  Corporation,  and the  Corporation  hereby
agrees to redeem from the  Redeeming  Shareholder,  the Subject  Shares upon the
terms and subject to the conditions set forth in this Agreement.

         2. Surrender of Subject Shares. Contemporaneously with the execution of
            ---------------------------
this Agreement by both parties, the Redeeming Shareholder shall surrender to the
Corporation Certificates 0000141, 0000142, 0000143 and 0000144 (each Certificate
represents 500,000 shares of Common Stock),  which, in the aggregate,  represent
the Subject  Shares,  endorsed in blank for  transfer,  and upon receipt of such
Stock  Certificates  the Corporation  shall tender to the Redeeming  Shareholder
payment of the Redemption Price (as defined below).

         3. Payment of Redemption  Price.  The redemption  price for the Subject
            ----------------------------
Shares shall be 5/100  Dollars  ($0.05) per share or an aggregate of One Hundred
Thousand Dollars ($100,000) (the "Redemption Price"). The Redemption Price shall
be immediately sent by the Corporation to the Redeeming Shareholder upon receipt
of this Stock Redemption Agreement,  executed by the Redeeming Shareholder,  and
the endorsed Stock Certificates.  Payment shall be made by wire transfer,  or by
corporate check via overnight shipment with concurrent  notification by email to
the Redeeming Shareholder of the tracking number.

<PAGE>

         4. Lockup of Securities.
            --------------------

            (a) Lockup of  Securities.  Except as set forth in Section 4(b), the
                ---------------------
Redeeming  Shareholder  shall not,  at any time prior to the  conclusion  of the
twenty-six  month period following the Closing Date (such period expires on July
31, 2008 and shall be referred to herein as the "Restricted  Period"),  directly
or indirectly,  (i) offer,  pledge,  sell,  contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase,  lend or  otherwise  transfer or dispose of any of
the  Remaining  Shares,  or (ii) enter into any swap or other  arrangement  that
transfers to another,  in whole or in part, any of the economic  consequences of
ownership of any of the Remaining Shares, whether any such transaction described
in clause  (i) or (ii)  above is to be  settled  by  delivery  of the  Remaining
Shares,  in  cash  or  otherwise  (any  such  transaction,  whether  or not  for
consideration, being referred to herein as a "Transfer," and each Person to whom
a Transfer is made,  regardless of the method of Transfer, is referred to herein
as a "Transferee").

            (b) Permitted Transfers.  The Redeeming Shareholder is permitted to,
                -------------------
at any time after the  conclusion  of the 14 month period  following the Closing
Date (i.e.,  after July 31,  2007),  sell 100,000  shares of Common Stock at the
prevailing  market  price  into  the  public  market.  In  addition,  after  the
conclusion of the 14 month period  following the Closing Date (i.e.,  after July
31, 2007),  the Redeeming  Shareholder  may sell,  every 3 months for a 12 month
period,  an additional  50,000 shares of Common Stock at the  prevailing  market
price into the public market.  Accordingly,  after the 14 month period following
the Closing Date (i.e., after July 31, 2007), the Redeeming Shareholder may sell
150,000  of  the  Remaining  Shares.  The  Redeeming  Shareholder  may  sell  an
additional 50,000 of the Remaining Shares after the conclusion of each of the 17
month period  following the Closing Date (i.e.,  after October 31, 2007), the 20
month period  following the Closing Date (i.e.,  after January 31, 2008) and the
23 month period following the Closing Date (i.e.,  after April 30, 2008). At the
conclusion of the 26 month period  following the Closing Date (i.e.,  after July
31, 2008),  the Redeeming  Shareholder may sell or transfer any of the Remaining
Shares  at his own  discretion  without  any  limitations  on the  number of the
Remaining  Shares he may sell;  provided,  that he  comply  with all  applicable
federal and state securities laws.

         5.  Representations  and Warranties of the Redeeming  Shareholder.  The
             -------------------------------------------------------------
Redeeming Shareholder represents and warrants to the Corporation that:

            (a)  Ownership.  The Redeeming  Shareholder is the sole owner of the
                 ---------
Subject Shares;  the Subject Shares are a portion of the shares of capital stock
in the Corporation  owned by the Redeeming  Shareholder;  and the Subject Shares
are  free  and  clear  of all  claims,  liens,  and  encumbrances  of  any  kind
whatsoever, whether legal or equitable.

            (b)  Authority.   The  Redeeming  Shareholder  has  full  power  and
                 ---------
authority to deliver the Subject Shares to the Corporation.

            (c) Binding Obligation.  This Agreement, when executed and delivered
                ------------------
by the Redeeming Shareholder,  will constitute a valid and binding obligation of
the Redeeming  Shareholder,  enforceable  against the Redeeming  Shareholder  in
accordance  with  its  terms,  except  as  may  be  limited  by  (i)  applicable
bankruptcy,  insolvency,  reorganization,  moratorium,

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<PAGE>

fraudulent  conveyance  or similar laws  relating to or affecting the rights and
remedies of creditors  and debtors,  and (ii)  equitable  principles  generally,
regardless of whether such  principles  are considered in a proceeding at equity
or at law.

            (d) No Breach or Termination.  The Redeeming Shareholder's execution
                ------------------------
and  performance  of this Agreement will not result in the breach or termination
of any term or provision  of, or  constitute  a default  under,  any  indenture,
mortgage,  deed of trust or other agreement or instrument to which the Redeeming
Shareholder is a party or by which the Redeeming  Shareholder's  property may be
bound.

            (e) Advice of Counsel. In connection with the execution and delivery
                -----------------
of  this  Agreement,   the  Redeeming  Shareholder  acknowledges  that  (i)  the
Corporation  has advised him to seek the advice of counsel and other advisors in
connection with the execution and delivery of this Agreement, (ii) the Redeeming
Shareholder  has carefully read and fully  understands  all of the provisions of
this  Agreement,  and (iii) the  Redeeming  Shareholder  is  entering  into this
Agreement  knowingly,  freely and  voluntarily in exchange for good and valuable
consideration.

            (f) Access to Information. As a member of the Corporation's board of
                ---------------------
directors and as an officer of the  Corporation,  the Redeeming  Shareholder has
been  provided  access to all  relevant  information  necessary  to make a fully
informed investment decision and is fully aware of all disclosed and undisclosed
developments  with respect to the Corporation  and its operations.  In addition,
the Corporation has made available to the Redeeming  Shareholder the opportunity
to ask  questions  of, and  receive  answers  from,  the other  officers  of the
Corporation concerning the Corporation and its business.

            (g)  Non-Disparagement.  The  Redeeming  Shareholder  agrees that he
                 -----------------
shall  not  make  or  publish  statements  or   representations,   or  otherwise
communicate,  directly or indirectly,  in writing, orally, or otherwise, or take
any action  which may,  directly  or  indirectly,  disparage  or be  damaging or
critical of the Corporation or any entity affiliated with the Corporation, or in
any way adversely affecting or otherwise maligning the Corporation's  reputation
or that of any of the Corporation's entities. In the event of a violation of the
terms and conditions of this Section 5(g), the Redeeming Shareholder agrees that
the Corporation shall have the right to seek any injunctive, equitable and other
legal relief available to it.

         6.  Representations and Warranties of the Corporation.  The Corporation
             -------------------------------------------------
represents and warrants to the Redeeming Shareholder that:

            (a) Organization  and Authority.  The Corporation is duly organized,
                ---------------------------
validly  existing and in good standing  under the laws of the State of Delaware,
and has all  requisite  power and  authority  (corporate  and  other) to own its
properties,  to carry on its  business  as now being  conducted,  to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.

            (b) Authorization.  The execution and delivery by the Corporation of
                -------------
this  Agreement and the  consummation  by the  Corporation  of all  transactions
contemplated  hereby  have been duly  authorized  by all  proper  and  requisite
corporate action.

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<PAGE>

            (c) Binding Obligation.  This Agreement, when executed and delivered
                ------------------
by the Corporation, will constitute a valid and binding obligation,  enforceable
against the Corporation in accordance  with its terms,  except as may be limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance  or similar laws  relating to or affecting the rights and remedies of
creditors and debtors,  and (ii) equitable principles  generally,  regardless of
whether such principles are considered in a proceeding at equity or at law.

            (d) No Violations,  Conflicts,  Breaches or Defaults. The execution,
                ------------------------------------------------
delivery  and  performance  by  the  Corporation  of  this  Agreement,  and  the
consummation by the Corporation of the transactions  contemplated  hereby,  will
not,  with or without the giving of notice or the  passage of time or both,  (i)
violate  the  provisions  of any  law,  rule  or  regulation  applicable  to the
Corporation; (ii) violate the provisions of the Certificate of Incorporation, as
amended,  or the Amended and Restated By-laws of the Corporation;  (iii) violate
any  judgment,  decree,  order  or  award  of any  court,  governmental  body or
arbitrator;  or (iv) conflict with or result in the breach or termination of any
term or provision of, or constitute a default under,  or cause any  acceleration
under,  or cause the  creation  of any  lien,  charge  or  encumbrance  upon the
properties or assets of the  Corporation  pursuant to, any indenture,  mortgage,
deed of trust or other  instrument  or agreement to which the  Corporation  is a
party or by which the Corporation or its properties is or may be bound.

            (e) SEC Reports.  The  Corporation  has previously  delivered to the
                -----------
Redeeming  Shareholder  its  Annual  Report on Form  10-KSB  for the year  ended
December 31, 2005 and its  quarterly  report on Form 10-QSB for the three months
ended March 31, 2006 (the "Reports").  The financial statements contained in the
Reports fairly present,  as of their respective dates, the financial  condition,
retained earnings,  assets and liabilities of the Corporation and the results of
operations of the Corporation's business for the periods indicated.

         7.  Survival  of  Covenants,   Representations   and  Warranties.   All
             ------------------------------------------------------------
covenants,  undertakings,  representations  and warranties  made hereunder shall
survive the sale of the Subject Shares.

         8. Miscellaneous.
            -------------

            (a) Governing Law. This Agreement shall be governed by and construed
                -------------
in accordance with the laws of the State of New Jersey, without giving effect to
conflicts of laws principles.

            (b) Counterparts.  This Agreement may be executed  simultaneously in
                ------------
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

            (c) Successors and Assigns. This Agreement shall be binding upon and
                ----------------------
inure  to  the  benefit  of  the  parties  and  their  respective  heirs,  legal
representatives, executors, successors and assigns.

            (d)  Headings.  The  headings  contained in this  Agreement  are for
                 --------
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

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<PAGE>

            (e) Amendment. No change,  amendment,  modification or revocation of
                ---------
this  Agreement  or waiver of any of the terms or  conditions  contained  herein
shall be valid  unless the same shall be  adopted,  waived or  consented  to, in
writing, by all of the parties hereto.

            (f) Waiver. The failure of any party to require performance under or
                ------
compliance  with any provision of this  Agreement  shall not affect that party's
right to enforce the same or any provision at a later time.

            (g) Notices.  All  communications  to a party  required or permitted
                -------
under this Agreement shall be in writing and (i) delivered personally, (ii) sent
by Federal Express or another nationally-recognized  overnight courier, or (iii)
mailed by first class United States mail,  postage  pre-paid,  at the address of
the party set forth below:

                        If to the Corporation:
                        ----------------------

                        BigString Corporation
                        3 Harding Road, Suite F
                        Red Bank, New Jersey  07701
                        Attn:  Darin M. Myman, President
                               and Chief Executive Officer

                        If to the Redeeming Shareholder:
                        --------------------------------

                        Charles A. Handshy, Jr.
                        P.O. Box 205
                        Leonard, Oklahoma  74043

         Any  communication  delivered in accordance with the provisions of this
Agreement  shall be deemed to have been  delivered  (i) on the date of  personal
delivery, (ii) on the business day following the date sent by overnight courier,
or (iii) on the fifth day following  the date on which it was so mailed,  as the
case may be.

            (h) Validity.  The invalidity or illegality of any provision of this
                --------
Agreement  at any time shall not affect the  validity or legality of the same at
any other time or of any other provision of this Agreement.

            (i)  Entire   Agreement.   This   Agreement   contains   the  entire
                 ------------------
understandings  between the parties  relating to the  Redemption  of the Subject
Shares,  and no  agreements  or  understandings,  oral or  written,  express  or
implied,  relating to the same have been made by the  parties  which are not set
forth in this Agreement.

            (j) Further  Action.  The parties  agree to execute and deliver such
                ---------------
further  instruments  and  documents  and to take such  further  actions  as are
necessary  or  desirable  to  further  the  transactions  contemplated  by  this
Agreement.

            (k) Third Party Rights.  Nothing in this Agreement is intended to or
                ------------------
shall be deemed  to  create,  any claim or right on the part of any third  party
other than the parties hereto and their respective heirs, legal representatives,
executors,  successors and assigns; and no such

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<PAGE>

third party shall be entitled to assert any claim or right under this Agreement;
provided, however, that, notwithstanding the foregoing, the directors, officers,
employees,   agents,  and  representatives  of  the  Corporation  shall  be  the
beneficiary   of  the  Redeeming   Shareholder's   covenants,   agreements   and
undertakings herein.

            (l) Legal Representation.  Each party to this Agreement acknowledges
                --------------------
that he or it is  represented  by his or its own legal  counsel.  This Agreement
accordingly shall not be construed against either party by reason of drafting or
preparation  thereof.  Each of the  parties  will  bear his or its own legal and
other  expenses in  connection  with the  negotiation  and  performance  of this
Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                           BIGSTRING CORPORATION,
                                           A Delaware corporation



                                      By:  /s/ Darin M. Myman
                                           -------------------------------------
                                   Name:   Darin M. Myman
                                  Title:   President and Chief Executive Officer



                                           REDEEMING SHAREHOLDER


                                              /s/ Charles A. Handshy, Jr.
                                           -------------------------------------
                                                       (Signature)



                                                  Charles A. Handshy, Jr.
                                           -------------------------------------
                                                         (Name)


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