EXHIBIT 10.35
                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this  "Agreement"),  dated as of May 19,
2006, is by and between BigString  Corporation,  a corporation  incorporated and
organized under the laws of the State of Delaware,  with its principal executive
offices at 3 Harding Road,  Suite F, Red Bank, New Jersey 07701  ("Buyer"),  and
Robb Knie, an individual  with a mailing address of P.O. Box 785,  Maywood,  New
Jersey  07607  ("Seller").  Buyer and Seller shall be  individually  referred to
herein at times as a "Party" or together as the "Parties."

                                 R E C I T A L S

         WHEREAS,   Seller  owns,  operates  and  is  developing  the  websites,
FindItAll.com,  an event search engine, and AmericanMoBlog.com,  a photo sharing
website  designed to let friends and family  view each  other's  pictures,  post
comments and win various prizes (collectively, the "Websites"); and

         WHEREAS,  Buyer  desires to  purchase  and  Seller  desires to sell the
Websites and all of the assets of Seller used in  connection  with the Websites,
upon the terms and subject to the conditions provided herein.

         NOW, THEREFORE,  in consideration of the premises and of the respective
covenants  and  agreements  contained  herein,  and for other good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
Parties hereto agree as follows:

                                   ARTICLE I

                           PURCHASE AND SALE OF ASSETS

         1.01  Purchase and Sale.  At the Closing (as defined  below),  upon the
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terms and subject to the  conditions set forth in this  Agreement,  Seller shall
sell to Buyer, and Buyer shall purchase from Seller, the Websites and all of the
assets  of  Seller  used to  operate  the  Websites  (the  "Purchased  Assets"),
including,  but not limited to: (i) all of Seller's right, title and interest in
the Websites and domain names "www.FindItAll.com" and  "www.AmericanMoBlog.com,"
including all registrations with respect thereto (the "Registrations"); (ii) all
customer  contracts,  member lists, and member files,  records and other similar
information  relating to the  Websites;  (iii) all source  code  relating to the
Websites;  and (iv) all warranty rights and causes of action with respect to the
Purchased  Assets.  The  Purchased  Assets  are being  sold by Seller in "as is"
condition.

         1.02  Liabilities.  Except as otherwise  provided herein,  Buyer is not
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assuming and it shall not be held responsible for any liabilities of Seller,  of
any kind or nature  whatsoever,  which  have  accrued  or arisen  out of actions
occurring prior to the Closing, including, without limitation, accounts payable,
notes  payable,  taxes  payable,  judgments,   awards,  warranty  claims,  lease
obligations,  salaries,  wages,  severance,  separation or vacation pay,  profit
sharing,  retirement,  pension,  bonus or other  employee  benefits  relating to
Seller's employees, agents and/or consultants, or any liabilities or obligations
arising out of the operation of the Websites prior to Closing.

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                                   ARTICLE II

                                 PURCHASE PRICE

         2.01 Purchase Price. The purchase price (the "Purchase  Price") for the
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Purchased  Assets shall be Seven Hundred Fifty  Thousand  (750,000)  shares (the
"Shares")  of the Buyer's  common  stock,  par value  $.0001 per share  ("Common
Stock"). The Purchase Price shall be delivered at Closing.

         2.02  Allocation  of  Purchase  Price.  The  Purchase  Price  shall  be
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allocated among the Purchased Assets as agreed to by the Parties.

                                  ARTICLE III

                               CLOSING DELIVERIES

         3.01 Closing.  Subject to the conditions  set forth in this  Agreement,
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the purchase and sale of the Purchased  Assets  pursuant to this  Agreement (the
"Closing") shall take place at the offices of Giordano, Halleran & Ciesla, P.C.,
125 Half Mile Road,  Red Bank,  New Jersey at 10:00 a.m. on May 19, 2006,  or at
such  other  time and  place as may be  agreed  to by the  Parties  hereto  (the
"Closing Date").

         3.02 Buyer's Deliveries.  At the Closing, Buyer shall deliver to Seller
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all of the following:

            (a) a stock certificate  representing the Shares, which is issued in
the name of Seller;

            (b)  resolutions  of the board of directors of Buyer  approving this
Agreement and the transactions contemplated hereby;

            (c) the Registration  Rights Agreement attached hereto as Exhibit A,
executed by a duly authorized officer of Buyer; and

            (d) without limitation by specific enumeration of the foregoing, all
other documents reasonably required to consummate the transactions  contemplated
hereby,  including any documents  necessary for the Registrations to be assigned
to Buyer.

         3.03 Seller's Deliveries. At the Closing, Seller shall deliver to Buyer
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all of the following:

            (a) all customer contracts,  member lists, and member files, records
and other similar information relating to the Websites;

            (b) all documents  evidencing  Seller's interest in the domain names
relating to the Websites and all applicable  passwords and source codes relating
to, or required to operate, the Websites;

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<PAGE>

            (c) the Registration  Rights Agreement attached hereto as Exhibit A,
executed by Seller;

            (d)  the  Investor  Suitability  Questionnaire  attached  hereto  as
Exhibit B, executed by Seller; and

            (e) without limitation by specific enumeration of the foregoing, all
other documents reasonably required to consummate the transactions  contemplated
hereby,  including any documents  necessary for the Registrations to be assigned
to Buyer.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         4.01 Seller. Seller represents and warrants to Buyer as follows:
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            (a) Seller's  Authority,  Approvals  and  Consents.  Seller has full
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power and  authority  to  execute,  deliver and perform  this  Agreement  and to
consummate the transactions  contemplated hereby; and this Agreement constitutes
the valid and binding  obligation of the Seller,  enforceable 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.

            (b) No Consents Required. No consent of any other party is needed to
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enable Seller to consummate the transactions  contemplated under this Agreement,
including  any  consent  under any  agreement,  note,  mortgage,  lease or other
contract.

            (c) General Warranty of Title;  Condition of Assets. Seller has good
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and marketable title to all of the Purchased Assets being transferred under this
Agreement.  The Purchased  Assets are free and clear of all liens,  encumbrances
and restrictions of any nature.

            (d)  Governmental   Filings;   No  Violations.   Except  as  may  be
                 ----------------------
contemplated  herein,  no notices,  reports or other  filings are required to be
made by  Seller,  nor are any  consents,  registrations,  approvals,  permits or
authorizations  required  to be  obtained by Seller,  from any  governmental  or
regulatory  authority,  court,  agency,  commission,  body or other governmental
entity ("Governmental Entity"), in connection with the execution and delivery of
this  Agreement  by Seller and the  consummation  by Seller of the  transactions
contemplated hereby.

            (e) Litigation and Liabilities.  There are no (i) civil, criminal or
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state or federal administrative actions, suits, claims, hearings, investigations
or  proceedings  pending  or, to the  knowledge  of Seller,  threatened  against
Seller, or (ii) obligations or liabilities,  whether or not accrued,  contingent
or otherwise, or any other facts or circumstances, in either such case, that are
reasonably  likely to result in any claims against or obligations or liabilities
of Seller.

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<PAGE>

            (f)  Compliance  with Laws.  The Websites have not been, and are not
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being,  operated  in  violation  of any  law,  statute,  ordinance,  regulation,
judgment,  order,  injunction,  arbitration  award,  license  or  permit  of any
Governmental Entity (collectively,  "Laws") which has had or could reasonably be
expected to have a material adverse effect on Seller or the Purchased Assets. No
investigation  or review by any  Governmental  Entity with  respect to Seller is
pending or, to the  knowledge of Seller,  threatened,  nor has any  Governmental
Entity  indicated an intention to conduct the same.  Seller has not received any
written notice of any  noncompliance  with any such Laws that has not been cured
as of the date hereof. Seller has all permits, licenses, variances,  exemptions,
orders and other governmental authorizations,  consents and approvals, necessary
to operate the Websites.

            (g) No  Default.  Seller  is not in  violation  or  breach  of or in
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default under,  and no conditions  exist that,  with the giving of notice or the
lapse of time or both,  would  constitute  a  default  under  any of the  terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract, agreement or other instrument or obligation to which Seller is a party
or by which Seller or any of his properties or assets may be bound.

            (h) Contracts.  There are no material contracts,  notes,  mortgages,
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indentures  or leases  which  relate to or affect the  Websites  or to which the
Websites are subject or bound.

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

            (j) Accredited Investor. Seller is an "accredited investor" (as such
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term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended (the  "Securities  Act")),  and has completed and signed the
Investor  Suitability  Questionnaire  attached  hereto as Exhibit B attesting to
that fact.

            (k)  Investor  Intent.  Seller is  acquiring  the Shares for his own
                 ----------------
account,  for  investment  and not with a view to, or for  resale in  connection
with, any distribution  thereof,  nor with any present intention of distributing
or reselling the same or any part thereof in any  transactions  that would be in
violation of the Securities Act or any state securities or "blue-sky" Laws.

            (l) Restricted  Securities.  Seller  understands that (i) the Shares
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currently are not registered under the Securities Act or any state securities or
"blue-sky"  Laws  and  have  been  issued  in  a  transaction  exempt  from  the
registration  requirements  of the  Securities  Act and any state  securities or
"blue-sky" Laws, (ii) the Shares must be held  indefinitely  unless a subsequent
disposition  thereof  is  registered  under  the  Securities  Act and any  state
securities or "blue-sky" Laws or is exempt from such registration, and (iii) the
certificate(s)  evidencing  the  Shares  will be  imprinted  with a legend  that
prohibits  the transfer  substantially  as set forth in Section  5.04(b)  hereof
unless they are registered or such registration is not required.

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<PAGE>

            (m)  Rule  144.   Seller   understands   that  the  exemption   from
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registration  afforded  by Rule 144 (the  provisions  of which are known to such
person)  promulgated  under the  Securities  Act  ("Rule  144")  depends  on the
satisfaction  of various  conditions and that, if applicable,  Rule 144 may only
afford  the basis for sales  under  certain  circumstances  and only in  limited
amounts.

            (n) Access to  Information;  Experience.  Seller has been  furnished
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with or has had access during the course of this  transaction  and prior to sale
of the Shares to all  information  necessary  to enable  Seller to evaluate  the
merits  and risks of a  prospective  investment  in Buyer and  Seller has had an
opportunity to discuss with  representatives of Buyer the business and financial
affairs of Buyer and the terms and  conditions of the  investment  and to obtain
such additional information, to the extent that Buyer possesses such information
or could acquire it without unreasonable effort or expense,  necessary to verify
the accuracy of the information to which Seller has had access and all questions
raised by Seller have been answered to the full  satisfaction of Seller.  Seller
has conducted his own investigation and analysis of Buyer's business. Seller has
substantial   experience  in  evaluating  and  investing  in  private  placement
transactions  of securities in companies  similar to Buyer so that he is capable
of  evaluating  the merits and the risks of his  investment in Buyer and has the
capacity to protect his own interests in making his investment in Buyer.  Seller
can afford to suffer a complete loss of his investment in the Shares.

            (o)  Speculative  Investment.  Seller  understands  that Buyer has a
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limited  financial  and  operating  history,  that the Shares are a  speculative
investment  which involve a high degree of financial  risk, and that there is no
assurance of any economic, income or tax benefit from such investment.

            (p) Review of Agreement. Seller has carefully read and reviewed this
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Agreement  and, to the extent he believed  necessary,  Seller has discussed with
his legal,  accounting  and other  professional  advisors  the  representations,
warranties  and  agreements  which the Seller is making herein and the terms and
conditions of the investment contemplated hereby.

            (q)  Broker's or Finder's  Fees.  No agent,  broker,  person or firm
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acting on behalf of the Seller is, or shall be,  entitled to any  commission  or
broker's  or finder's  fees from either  Party,  in  connection  with any of the
transactions contemplated herein.

         4.02 Buyer's  Representations.  Buyer represents and warrants to Seller
              ------------------------
as follows:

            (a)  Buyer's   Authority,   Approval  and  Consents.   Buyer  hereby
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represents and warrants to Seller that it has all requisite power,  capacity and
authority to enter into this Agreement, consummate the transactions contemplated
herein and perform its obligations  contemplated  herein. The Agreement has been
duly executed and delivered by, and  constitutes a valid and binding  obligation
of Buyer,  enforceable against Buyer 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. The execution and delivery and performance of

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<PAGE>

this Agreement by Buyer and the  consummation of the  transactions  contemplated
hereby  do not and will not  conflict  with any  agreement  to which  Buyer is a
party.

            (b)  No  Consents  Required.  No  consent  of  any  other  party  or
                 ----------------------
Governmental  Entity is needed to enable Buyer to  consummate  the  transactions
contemplated under this Agreement.

            (c)  Broker's or Finder's  Fees.  No agent,  broker,  person or firm
                 --------------------------
acting on behalf of the Seller is, or shall be,  entitled to any  commission  or
broker's  or finder's  fees from either  Party,  in  connection  with any of the
transactions contemplated herein.

                                    ARTICLE V

                                    COVENANTS

         5.01 Additional Agreements. Subject to the terms and conditions of this
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Agreement,  each of the Parties  hereto agrees to use its or his best efforts at
its or his own expense to take, or cause to be taken, proper or advisable action
under  applicable  laws and  regulations  to consummate  and make  effective the
transactions  contemplated  by this  Agreement.  In case at any time  after  the
Closing  further  action is  necessary or desirable to carry out the purposes of
this Agreement, the Parties shall take all such appropriate action.

         5.02  Confidentiality.  Seller hereby agrees not to disclose or divulge
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any confidential, proprietary or secret information which Seller may obtain from
Buyer,  including,  by way of example and not in limitation  thereof,  financial
statements,   reports  and  other  materials  submitted  by  Buyer  as  required
hereunder,  unless  required to be disclosed by Law or pursuant to any judgment,
order, subpoena or decree of any court having competent jurisdiction,  or unless
such  information  is or becomes  publicly known (other than as a result of this
Section 5.02), or unless Buyer gives its written consent to Seller's  release of
such  information,  except that no such written  consent  shall be required (and
Seller shall be free to release such  information) if such  information is to be
provided to Seller's  lawyers or  accountants  who are instructed to comply with
this  provision.  Seller  shall be  responsible  for making sure his lawyers and
accountants comply.

         5.03  Registration  of  Shares.  Pursuant  to the  Registration  Rights
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Agreement,  attached  hereto as Exhibit A, Buyer shall,  as soon as practicable,
but not later than 90 calendar days following the Closing,  at Buyer's  expense,
file with the  Securities and Exchange  Commission a  Registration  Statement on
Form SB-2, or such other form of registration  statement which may be available,
covering the sale of all of the Shares, which Registration Statement shall state
that, in accordance  with Rule 416  promulgated  under the Securities  Act, such
Registration  Statement  also covers  such  indeterminate  number of  additional
shares of Common Stock as may become issuable upon stock splits, stock dividends
or similar transactions.

         5.04  Transfer of Securities.
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            (a) Restrictions on Transfer. Seller acknowledges that the Shares to
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be issued to him pursuant to this Agreement have not been  registered  under the
Securities  Act,  that such  Shares are being or will be issued  pursuant  to an
exemption  from  registration  under the

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<PAGE>

Securities Act and that such Shares  constitute  "restricted  securities"  under
Rule 144.  Accordingly,  the Shares  shall not be sold,  transferred,  assigned,
pledged,  encumbered  or otherwise  disposed of by Seller  (each,  a "Transfer")
except upon the conditions  specified in this Section 5.04, which conditions are
intended to ensure compliance with the provisions of the Securities Act and this
Agreement.

            (b) Restrictive  Legend.  Each  certificate  representing the Shares
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which are issued to the Seller and each  certificate  for any such Shares issued
to  subsequent  transferees  of any such  certificate  shall  (unless  otherwise
permitted  by the  provisions  of Sections  5.04(c)  and  5.04(d)) be stamped or
otherwise imprinted with a legend in substantially the following form:

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"),  OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
         SOLD, ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED OR OTHERWISE
         DISPOSED OF EXCEPT  PURSUANT TO (I) AN EFFECTIVE  REGISTRATION
         STATEMENT UNDER THE ACT, (II) TO THE EXTENT  APPLICABLE,  RULE
         144 UNDER THE ACT (OR ANY SIMILAR  RULE UNDER THE ACT RELATING
         TO THE  DISPOSITION  OF  SECURITIES),  OR (III) AN  OPINION OF
         COUNSEL,  IF SUCH OPINION SHALL BE REASONABLY  SATISFACTORY TO
         COUNSEL TO THE ISSUER,  THAT AN  EXEMPTION  FROM  REGISTRATION
         UNDER SUCH ACT IS AVAILABLE.

            (c) Notice of  Transfer.  Seller  agrees,  prior to any  Transfer of
                -------------------
Shares,  to give  written  notice to Buyer of Seller's  intention to effect such
Transfer and to comply in all other respects with the provisions of this Section
5.04.  Each such  notice  shall  describe  the manner and  circumstances  of the
proposed Transfer and shall be accompanied by the written opinion,  addressed to
Buyer, of counsel for the holder of such Shares,  stating that in the opinion of
such counsel  (which  opinion and counsel  shall be reasonably  satisfactory  to
Buyer),  the  proposed  Transfer  does not  involve  any  transaction  requiring
registration  or  qualification  of such Shares under the  Securities Act or the
securities  or blue sky Laws of any  relevant  state of the United  States.  The
Seller shall  thereupon be entitled to Transfer such Shares in  accordance  with
the terms of the notice  delivered  by it to Buyer.  Each  certificate  or other
instrument evidencing the securities issued upon the Transfer of any Shares (and
each certificate or other  instrument  evidencing any  untransferred  balance of
such Shares) shall bear the legend set forth in Section 5.04(b)  unless,  (i) in
the opinion of counsel to the holder of such Shares,  registration of any future
Transfer is not required by the applicable  provisions of the Securities Act and
applicable   state  securities  Laws,  or  (ii)  Buyer  shall  have  waived  the
requirement  of such  legends.  Seller  shall not Transfer any Shares until such
opinion of counsel has been given (unless waived by Buyer or unless such opinion
is not required in accordance with the provisions of this Section 5.04).

            (d)  Removal  of  Legends,   Etc.   Notwithstanding   the  foregoing
                 ---------------------------
provisions of this Section 5.04, the  restrictions  imposed by this Section 5.04
upon the  transferability of any Shares held by Seller shall cease and terminate
when (i) any such  Shares  are sold or  otherwise

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<PAGE>

disposed of pursuant to an effective registration statement under the Securities
Act or as otherwise  contemplated  by Section  5.04(c) and,  pursuant to Section
5.04(c),  the securities so transferred  are not required to bear the legend set
forth in Section  5.04(b),  or (ii) the holder of such  Shares has  received  an
opinion  of  counsel  stating  that such  holder  has met the  requirements  for
Transfer of the Shares  pursuant to subparagraph  (k) of Rule 144.  Whenever the
restrictions  imposed by this Section 5.04 shall terminate,  as herein provided,
Seller  shall  be  entitled  to  receive  from  Buyer,  without  expense,  a new
certificate not bearing the restrictive legend set forth in Section 5.04(b), and
not containing any other reference to the  restrictions  imposed by this Section
5.04.

                                   ARTICLE VI

                           ASSIGNMENT OF REGISTRATIONS

         6.01 Assignment. At Closing, Seller shall hereby transfer and assign to
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Buyer, free and clear of all known claims,  liens and encumbrances,  any and all
of Seller's right,  title and interest in and to the Registrations and any other
rights associated with such Registrations,  including,  without limitation,  any
intellectual property rights and associated goodwill.

         6.02 Further  Actions.  Seller will  cooperate in good faith with Buyer
              ----------------
and  take  any  and  all  actions   necessary  to  transfer   ownership  of  the
Registrations to Buyer,  including,  without  limitation,  preparing any and all
necessary  transfer  authorizations  with any  applicable  Internet  domain name
registration authority.

                                  ARTICLE VII

                                 INDEMNIFICATION

         7.01 Indemnification by Seller.  Seller covenants and agrees to defend,
              -------------------------
indemnify  and hold  harmless  Buyer  and its  respective  officers,  directors,
employees, shareholders, agents, advisers and representatives (collectively, the
"Buyer  Indemnitees")  from and against,  and pay or reimburse Buyer Indemnitees
for,  any and all claims,  demands,  liabilities,  obligations,  losses,  fines,
costs,  expenses,  royalties,  litigation,   deficiencies  or  damages  (whether
absolute,  accrued,  contingent or otherwise  and whether or not resulting  from
third party claims),  including  interest and penalties with respect thereto and
out-of-pocket  expenses and  reasonable  attorneys'  and  accountants'  fees and
expenses  incurred  in the  investigation  or  defense  of any of the same or in
asserting,  preserving or enforcing any of their  respective  rights  hereunder,
resulting from or arising out of:

            (a) any  breach of any  representation  or  warranty  made by Seller
herein;

            (b) any  failure  of Seller to perform  any  covenant  or  agreement
hereunder;

            (c) any  transaction,  liability or obligation of Seller that occurs
or arises  out of  actions or events  occurring  prior to or after the  Closing,
including any liability or obligation arising out of Seller's failure to pay any
taxes, whether federal, state or local, owed by him; or

            (d) the operation of the Websites prior to the Closing.

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         7.02  Indemnification by Buyer. Buyer,  covenants and agrees to defend,
               ------------------------
indemnify and hold harmless Seller and his agents,  advisers and representatives
(collectively,  the "Seller Indemnitees"),  from and against any and all claims,
demands,  liabilities,  obligations,  losses, fines, costs, expenses, royalties,
litigation,  deficiencies or damages (whether absolute,  accrued,  contingent or
otherwise  and  whether or not  resulting  from third party  claims),  including
interest and  penalties  with  respect  thereto and  out-of-pocket  expenses and
reasonable  attorneys'  and  accountants'  fees  and  expenses  incurred  in the
investigation  or  defense  of any of the same or in  asserting,  preserving  or
enforcing any of their respective  rights  hereunder,  resulting from or arising
out of:

            (a) any  breach  of any  representation  or  warranty  made by Buyer
herein;

            (b) any  failure  of Buyer to  perform  any  covenant  or  agreement
hereunder; or

            (c) any  transaction,  liability or  obligation of Buyer that arises
out of the  operation of the Websites or the use of the  Purchased  Assets after
the Closing.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.01 Survival. All representations,  warranties and covenants contained
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in this  Agreement  shall  survive for a period of two (2) years  following  the
Closing Date.

         8.02 Expenses. Each of the Parties hereto shall pay its or his own fees
              --------
and  expenses  (including  the fees of any  attorneys,  accountants,  or  others
engaged by such Party) in connection  with this  Agreement and the  transactions
contemplated  hereby  whether or not the  transactions  contemplated  hereby are
consummated.

         8.03 Assignments. This Agreement and all of the provisions hereof shall
              -----------
be  binding  upon and  inure to the  benefit  of the  Parties  hereto  and their
respective successors, heirs, legal representatives and assigns.

         8.04 Entire Agreement.  This Agreement  (including the Exhibits hereto)
              ----------------
embodies the entire  agreement and  understanding of the Parties with respect to
the  transactions  contemplated  hereby and supercedes all prior written or oral
commitments, arrangements or understandings with respect thereto.

         8.05  Headings.  The  headings  contained  in  this  Agreement  are for
               --------
purposes of convenience only and shall not affect the meaning or  interpretation
of this Agreement.

         8.06 Modifications, Amendments and Waivers. The Parties may, by written
              -------------------------------------
agreement,  modify,  amend or supplement any term or provision of this Agreement
and any term or  provision  of this  Agreement  may be waived in  writing by the
Party which is entitled to the benefits thereof.

         8.07  Counterparts.  This  Agreement  may be  executed  in one or  more
               ------------
counterparts,  all of which shall be considered  one and the same  agreement and
each of which shall be deemed an

                                       9
<PAGE>

original.   In  the  event  that  any   signature   is  delivered  by  facsimile
transmission,  such signature shall create a valid and binding obligation of the
Party  executing  same (or on whose behalf such  signature is executed) with the
same  force and  effect as if such  facsimile  signature  page were an  original
thereof.

         8.08 Governing Law. This Agreement shall be governed by the laws of the
              -------------
State of New  Jersey  (regardless  of the laws that  might be  applicable  under
principles of conflicts of law) as to all matters including, but not limited to,
matters of validity,  construction,  effect and performance. The Parties consent
to the  exclusive  jurisdiction  of the state or federal  courts  sitting in the
State of New  Jersey  to  resolve  any  disputes  which  may  arise  under  this
Agreement.

         8.09  Severability.  If any  one or  more  of the  provisions  of  this
               ------------
Agreement shall be held to be invalid,  illegal or unenforceable,  the validity,
legality or enforceability  of the remaining  provisions of this Agreement shall
not be affected  thereby.  To the extent permitted by applicable law, each Party
waives any  provision  of law which  renders  any  provision  of this  Agreement
invalid, illegal or unenforceable in any respect.

         8.10 Notices. All notices or other communications required or permitted
              -------
hereunder shall be given in writing and shall be deemed  sufficient if delivered
by hand, mailed by registered or certified mail, postage prepaid (return receipt
requested), or delivered by overnight delivery service with proof of delivery to
a Party at the address first provided above for such Party or such other address
as  shall be  furnished  in  writing  by such  Party,  and any  such  notice  or
communication shall be effective and be deemed to have been given as of the date
so delivered or three (3) days after the date so mailed.



                            [Signature Page Follows.]



                                       10
<PAGE>


         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


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


                                       ROBB KNIE


                                       /s/ Robb Knie
                                      ----------------------------------------





                                       11
<PAGE>

                                    Exhibit A
                                    ---------

                          REGISTRATION RIGHTS AGREEMENT


                                    [Omitted]







<PAGE>


                                    Exhibit B
                                    ---------


                              BIGSTRING CORPORATION
                       INVESTOR SUITABILITY QUESTIONNAIRE


                                    [Omitted]