EXHIBIT 10.34

                              BIGSTRING CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of May
19,  2006 by and among  BIGSTRING  CORPORATION,  a  Delaware  corporation,  (the
"Company"),  and each investor  listed on Schedule 1 hereto (each such investor,
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individually, an "Investor" and, collectively, the "Investors").

         WHEREAS, the Company has agreed to issue and sell to the Investors, and
the Investors have agreed to purchase from the Company,  an aggregate of 400,000
shares (the  "Shares")  of the  Company's  Series A Preferred  Stock,  par value
$0.0001  per  share  (the  "Series  A  Preferred  Stock"),   and  warrants  (the
"Warrants")  representing the right to purchase an aggregate of 1,000,000 shares
of Common  Stock (as defined in Section 1 below),  as  adjusted  pursuant to the
                                ---------
terms of the Warrants (the "Warrant Shares");

         WHEREAS,  the Shares and the Warrants are being issued to the Investors
upon the terms and conditions set forth in the  Securities  Purchase  Agreement,
dated  as of the  date  hereof,  between  the  Company  and the  Investors  (the
"Securities Purchase Agreement"); and

         WHEREAS, the terms of the Securities Purchase Agreement provide that it
shall be a condition  precedent to the closing of the  transactions  thereunder,
for the Company and the Investors to execute and deliver this Agreement.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:

         1.  Definitions.  As used in this Agreement,  the following terms shall
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have the  respective  meanings set forth below or elsewhere in this Agreement as
described below:

         "Affiliate"  of any Person  means any other  Person  that,  directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, such Person,  as such terms are used and construed
under Rule 144 (as defined below), and with respect to Tudor, in addition to the
foregoing, the term "Affiliate" shall also include the Related Entities.

         "Board" means the Board of Directors of the Company.

         "Business Day" means any day except Saturday,  Sunday and any day which
is a federal legal holiday or a day on which banking  institutions  in the State
of New York are  authorized or required by law or other  governmental  action to
close.

         "Certificate of Designations"  means the Certificate of Designations of
the Series A Preferred Stock filed by the Company with the Secretary of State of
the State of Delaware establishing the rights, preferences and privileges of the
Series A Preferred Stock.

         "Closing  Date" has the  meaning set forth in the  Securities  Purchase
Agreement.

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         "Common Stock" means the Company's  common stock, par value $0.0001 per
share  (including  any  securities  into which or for which  such  shares may be
exchanged,  or converted,  pursuant to any stock  dividend,  stock split,  stock
combination, recapitalization, reclassification, reorganization or other similar
event).

         "Conversion  Shares"  means the shares of Common  Stock  issuable  upon
conversion of the Series A Preferred  Stock as set forth in the  Certificate  of
Designations.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and all of the rules and regulations promulgated thereunder.

         "Mandatory Registration Statement" has the meaning set forth in Section
2(a).

         "Person" (whether or not capitalized) means an individual, partnership,
limited  liability  company,  corporation,  association,  trust,  joint venture,
unincorporated  organization,  and any  government,  governmental  department or
agency or political subdivision thereof.

         "Prospectus"   means  the  prospectus   included  in  any  Registration
Statement (as defined below) (including,  without limitation,  a prospectus that
includes any information  previously  omitted from a prospectus filed as part of
an effective Registration Statement in reliance upon Rule 430A promulgated under
the  Securities  Act (as  defined  below)),  as amended or  supplemented  by any
prospectus supplement,  with respect to the terms of the offering of any portion
of the  Registrable  Shares (as  defined  below)  covered  by such  Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective  amendments,  and all material  incorporated by reference in such
Prospectus.

         "Qualified  Public Offering" means a bona fide public offering pursuant
to an effective  registration  statement  under the  Securities Act covering the
offer and sale of Common  Stock for the  account of the  Company by a  reputable
investment  bank in  which  the  gross  cash  proceeds  to the  Company  (before
underwriting  discounts,  commissions and fees) are in excess of $30,000,000 and
following  which  offering the Common  Stock is listed on a national  securities
exchange or  admitted  to  quotation  on the NASDAQ  National  Market or Capital
Market.

         "Registrable  Shares" means, at the relevant time of reference thereto,
the Conversion  Shares and the Warrant  Shares  (including any shares of capital
stock that may be issued in respect  thereof  pursuant to a stock  split,  stock
dividend, recombination,  reclassification or the like); provided, however, that
the term "Registrable  Shares" shall not include any of the Conversion Shares or
Warrant Shares that (a) are actually sold pursuant to a  registration  statement
that has been declared  effective under the Securities Act by the SEC or (b) may
be sold at such time by the holder  thereof  pursuant to Rule  144(k)  under the
Securities Act.

         "Registration  Statement" means the Mandatory  Registration  Statement,
and any  additional  registration  statements  contemplated  by this  Agreement,
including (in each case) the  Prospectus,  amendments  and  supplements  to such
registration  statement  or  Prospectus,   pre-  and  post-effective  amendments
thereto,  all exhibits  thereto,  and all material  incorporated by reference in
such registration statement or Prospectus.

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         "Related  Entities"  includes,  with respect to Tudor, any entities for
which  any of the  Tudor  Entities  or any of its  Affiliates  serve as  general
partner and/or investment advisor or in a similar capacity, and all mutual funds
or other pooled investment  vehicles or entities under the control or management
of any of the Tudor Entities or its  Affiliates.  For purposes of this Agreement
(a) "Tudor Entities" means each of the following:  Tudor Investment Corporation,
Tudor Group Holdings,  LLC, their  respective  Affiliates,  and any Affiliate or
Affiliated  Group of Tudor  Investment  Corporation  and/or Tudor Group Holdings
LLC,  and (b) with  respect to the Tudor  Entities,  "Affiliated  Group" has the
meaning  given to it in Section  1504 of the Internal  Revenue Code of 1986,  as
amended,  and in addition  includes  any  analogous  combined,  consolidated  or
unitary group,  as defined under any applicable  state,  local or foreign income
tax law.

         "Rule 144" means Rule 144 promulgated  under the Securities Act and any
successor or substitute rule, law or provision.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended,  and all
of the rules and regulations promulgated thereunder.

         "Tudor" means, collectively, Witches Rock Portfolio Ltd., The Tudor BVI
Global Portfolio Ltd. and Tudor Proprietary Trading, L.L.C.

         2. Mandatory Shelf Registration.
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            (a) As soon as practicable  after the date hereof,  and in any event
prior to the date  that is sixty  (60)  days  following  the  Closing  Date (the
"Mandatory  Filing  Date"),  the Company  shall  prepare and file with the SEC a
Registration  Statement on such form under the  Securities Act then available to
the Company for the purpose of  registering  under the Securities Act all of the
Registrable  Shares for resale by, and for the account  of, each  Investor as an
initial selling stockholder thereunder (the "Mandatory Registration Statement").
The  Mandatory  Registration  Statement  shall permit the Investors to offer and
sell from time to time,  on a delayed or continuous  basis  pursuant to Rule 415
under the  Securities  Act, any or all of the  Registrable  Shares.  The Company
shall cause the  Mandatory  Registration  Statement to be declared  effective as
soon as practicable  but in no event later than (x) the date that is ninety (90)
days following the Closing Date, in the event that the Registration Statement is
not  reviewed by the SEC or (y) the date that is one hundred  twenty  (120) days
following the Closing Date in the event such review takes place (the  "Mandatory
Effective Date")  (including filing with the SEC, within three (3) Business Days
of the date that the Company is notified  (orally or in  writing,  whichever  is
earlier)  by the SEC  that  the  Mandatory  Registration  Statement  will not be
reviewed or will not be subject to further review, a request for acceleration of
effectiveness  in accordance with Rule 461 promulgated  under the Securities Act
(an "Acceleration Request"),  which request shall request an effective date that
is within  three (3)  Business  Days of the date of such  request).  The Company
shall notify each Investor in writing  promptly (and in any event within one (1)
Business Day) after the Company's  submission of an Acceleration  Request to the
SEC. The Company shall be required to keep the Mandatory  Registration Statement
continuously   effective   (including   through  the  filing  of  any   required
post-effective  amendments)  until  the  earlier  to occur of (i) five (5) years
after the date upon which a Qualified  Public  Offering is consummated  and

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(ii) with  respect  to any  Investor,  during any  period  when all  Registrable
Securities  held by such  Investor  can be sold by such  Investor  in any 90-day
period within the volume limitations of Rule 144; provided,  that in either case
such date shall be extended by the amount of time of any  Suspension  Period (as
defined  below).  Thereafter,  the Company  shall be  entitled  to withdraw  the
Mandatory Registration Statement and, upon such withdrawal,  the Investors shall
have no further right to offer or sell any of the Registrable Shares pursuant to
the Mandatory Registration Statement (or any prospectus relating thereto).

            (b) Notwithstanding  anything in this Section 2 to the contrary,  if
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the  Company  shall  furnish  to  the  Investors  a  certificate  signed  by the
President,  Chief Executive  Officer or Chief  Financial  Officer of the Company
stating  that the  Board  has made the  good  faith  determination  (i) that the
continued  use by the  Investors of the  Mandatory  Registration  Statement  for
purposes of effecting  offers or sales of Registrable  Shares  pursuant  thereto
would require,  under the Securities Act, premature  disclosure in the Mandatory
Registration  Statement  (or  the  Prospectus  relating  thereto)  of  material,
nonpublic  information  concerning the Company, its business or prospects or any
proposed material  transaction  involving the Company,  (ii) that such premature
disclosure would be materially adverse to the Company, its business or prospects
or any such proposed material  transaction or otherwise would not be in the best
interests of the Company and (iii) that it is therefore essential to suspend the
use by the Investors of the Mandatory Registration Statement (and the Prospectus
relating  thereto),  then  the  right  of the  Investors  to use  the  Mandatory
Registration  Statement  (and the Prospectus  relating  thereto) for purposes of
effecting  offers  or sales of  Registrable  Shares  pursuant  thereto  shall be
suspended for a period (the  "Suspension  Period") not greater than fifteen (15)
consecutive  Business Days and with no more than two (2) such periods during any
consecutive  twelve  (12)  month  period.  During  the  Suspension  Period,  the
Investors  shall  not offer or sell any  Registrable  Shares  pursuant  to or in
reliance upon the Mandatory  Registration  Statement (or the Prospectus relating
thereto).  The Company  agrees that,  as promptly as  possible,  but in no event
later than one (1) Business Day, after the  consummation,  abandonment or public
disclosure  of the  circumstances  that caused the Company to suspend the use of
the Mandatory  Registration  Statement  (and the  Prospectus  relating  thereto)
pursuant to this Section 2(b), the Company will as promptly as possible lift any
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suspension,  provide the Investors with revised Prospectuses,  if required,  and
will  notify  the  Investors  of their  ability  to  effect  offers  or sales of
Registrable  Shares  pursuant to or in reliance upon the Mandatory  Registration
Statement.

            (c) It shall be a  condition  precedent  to the  obligations  of the
Company to register  Registrable  Shares for the account of an Investor pursuant
to this Section 2 that such  Investor  furnish to the Company  such  information
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regarding  itself,  the  Registrable  Securities  held by it,  and the method of
disposition of such  securities as shall be required to effect the  registration
of such Investor's Registrable Securities.

            (d) In addition to (not in lieu of) any other rights or remedies the
Investors may have under this Agreement and  applicable  law, the parties hereto
agree that the Investors will suffer damages,  and that it would not be feasible
to  ascertain  the  extent of such  damages  with  precision  if,  other than as
permitted  hereunder:  (i) any of the Registration  Statements  required by this
Agreement is not filed with the SEC on or prior to the date  specified  for such
filing in this Agreement;  (ii) any of such Registration Statements has not been
declared  effective by the SEC on or prior to the Mandatory  Effective  Date; or
(iii)  any  Registration  Statement  required  by this  Agreement  is filed  and
declared  effective but thereafter  ceases to be effective or

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<PAGE>

fails to be  usable  for its  intended  purpose  without  cure in  excess of the
Suspension  Period (each such event  described in clauses (i) through  (iii),  a
"Default  Event").  The Company hereby agrees to pay to each Investor,  for each
day of the period  commencing  on and including the date the Default Event first
occurs through and including the date such Default Event is cured, as liquidated
damages for such Default Event and not as a penalty the amount  (described below
on a monthly  basis)  equal to the  product  of (x) one  percent  (1%) of $0.50,
multiplied by (y) the number of  Registrable  Shares held by such Investor as of
the date such Default Event first occurs (the "Liquidated Damages"). All accrued
Liquidated Damages shall be paid to Investors by the Company by wire transfer of
immediately  available  funds on the  fifth  (5th)  day of each  calendar  month
immediately  following  the  month  in  which  a  Default  Event  occurs  or  is
continuing;  provided,  however,  that in no event will the amount of Liquidated
Damages for any calendar  month exceed $25,000  (excluding  interest on any late
payment of such Liquidated Damages). Any such payments shall apply on a pro rata
basis for any portion of a month in which a Default Event occurs and  continues.
Any late  payments of such  Liquidated  Damages shall bear interest at a rate of
one percent (1%) per month until paid in full. Following the cure of all Default
Events,  the accrual of Liquidated  Damages with respect to such occurrence will
cease.

         3. "Piggyback" Registration.
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            (a) If at any time  the  Company  proposes  to  register  any of its
Common Stock under the Securities Act for an underwritten offering,  whether for
its own account or the account of others (but excluding any  registrations to be
effected on Forms S-4 or S-8 or other applicable  successor Forms),  the Company
shall,  each such time,  give to the  Investors  twenty (20) days' prior written
notice of its intent to do so,  and such  notice  shall  describe  the  proposed
registration  and shall offer such Investors the  opportunity to include in such
registration  such  number  of  Registrable  Shares as each  such  Investor  may
request.  Upon the written  request of any Investor  given to the Company within
fifteen  (15) days after the  receipt  of any such  notice by the  Company,  the
Company shall include in such Registration  Statement the Registrable  Shares of
such  Investor  requested to be  registered,  subject to cut-back as provided in
subsection (b) below.

            (b) If the managing underwriter advises the Company in writing that,
in its opinion,  the number of shares of Common Stock requested by the Investors
to be included in such registration is likely to affect materially and adversely
the success of the  offering or the price that would be received  for any shares
of Common Stock offered in such offering, then, notwithstanding anything in this
Section 3 to the contrary, the Company shall only be required to include in such
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registration,  to the extent of the number of shares of Common  Stock  which the
Company is so advised can be sold in such offering without such effect, a number
of shares of Common Stock requested to be included in such  registration for the
account of such Investors,  pro rata with other  stockholders and the Company on
the  basis of the  number  of  shares  of  Common  Stock  that  each of them has
requested or proposed to be included in such registration.

            (c) The  Company  shall  not be  required  under  this  Section 3 or
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otherwise  to  include  the  Registrable  Shares  of any  Investor  in any  such
registration  unless  such  Investor  accepts  and  agrees  to the  terms of the
underwriting,  which shall be reasonable and  customary,  as agreed upon between
the Company and the underwriters selected by the Company.

            (d) It shall be a  condition  precedent  to the  obligations  of the
Company to register  Registrable  Shares for the account of an Investor pursuant
to this Section 3 that such
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<PAGE>

Investor  furnish  to the  Company  such  information  regarding  itself and the
Registrable  Securities  held  by  it  as  shall  be  required  to  effect  such
registration of such Investor's Registrable Securities.

         4.  Obligations  of the  Company.  In  connection  with  the  Company's
             ----------------------------
registration  obligations  hereunder,  the Company shall,  as  expeditiously  as
practicable:

            (a) Furnish to each Investor  copies of all documents filed with the
SEC prior to their being filed with the SEC,  (ii) use  commercially  reasonable
efforts to cause its  officers  and  directors,  counsel  and  certified  public
accountants  to  respond  to  such  inquiries  as  shall  be  necessary,  in the
reasonable  opinion of such  Investor or its  counsel,  to conduct a  reasonable
investigation  within the meaning of the  Securities  Act,  and (iii) notify the
Investors of any stop order issued or threatened by the SEC and use best efforts
to prevent the entry of such stop order or to remove it if entered.

            (b) Prepare and file with the SEC such  amendments and  supplements,
including  post-effective  amendments,  to each  Registration  Statement and the
Prospectus  used in connection  therewith as may be necessary to comply with the
Securities Act and to keep the Registration  Statement continuously effective as
required herein, and prepare and file with the SEC such additional  Registration
Statements as necessary to register for resale under the  Securities  Act all of
the  Registrable   Shares  (including   naming  any  permitted   transferees  of
Registrable Shares as selling stockholders in such Registration Statement); (ii)
cause any  related  Prospectus  to be amended or  supplemented  by any  required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424;  (iii)  respond as promptly as possible to any comments  received from
the SEC with respect to each Registration Statement or any amendment thereto and
as promptly as possible  provide the Investors  true and complete  copies of all
correspondence from and to the SEC relating to the Registration Statement (other
than correspondence containing material nonpublic information);  and (iv) comply
with the  provisions of the  Securities Act and the Exchange Act with respect to
the disposition of all Registrable Shares covered by such Registration Statement
as so amended or in such Prospectus as so supplemented.

            (c) Notify the  Investors and their counsel as promptly as possible:
(i) when the SEC  notifies  the  Company  whether  there will be a "review" of a
Registration  Statement  and  whenever  the  SEC  comments  in  writing  on such
Registration  Statement  and  (ii)  when  a  Registration   Statement,   or  any
post-effective  amendment or supplement thereto, has become effective, and after
the effectiveness thereof: (A) of any request by the SEC or any other federal or
state  governmental  authority for amendments or supplements to the Registration
Statement or Prospectus or for  additional  information;  (B) of the issuance by
the SEC or any state  securities  commission  of any stop order  suspending  the
effectiveness  of  the  Registration  Statement  covering  any  or  all  of  the
Registrable  Shares or the initiation of any proceedings  for that purpose;  and
(C) of the  receipt  by the  Company  of any  notification  with  respect to the
suspension of the  qualification  or exemption from  qualification of any of the
Registrable  Shares  for  sale  in  any  jurisdiction,   or  the  initiation  or
threatening  of any  proceeding  for such  purpose.  Without  limitation  of any
remedies to which the Investors may be entitled under this Agreement,  if any of
the  events  described  in Section  4(c)(ii)(A),  4(c)(ii)(B),  and  4(c)(ii)(C)
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occurs, the Company shall use best efforts to respond to and correct the event.

            (d) Notify the  Investors  and their counsel as promptly as possible
of the happening of any event as a result of which the Prospectus included in or
relating to a

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<PAGE>

Registration  Statement contains an untrue statement of a material fact or omits
any  fact  necessary  to  make  the  statements  therein  not  misleading;  and,
thereafter,  the  Company  will as  promptly  as  possible  prepare  (and,  when
completed,  give notice to each  Investor) a  supplement  or  amendment  to such
Prospectus  so  that,  as  thereafter   delivered  to  the  purchasers  of  such
Registrable  Shares,  such Prospectus will not contain an untrue  statement of a
material fact or omit to state any fact necessary to make the statements therein
not  misleading;  provided  that  upon such  notification  by the  Company,  the
Investors will not offer or sell Registrable  Shares pursuant to such Prospectus
until the Company has notified the  Investors  that it has prepared a supplement
or amendment to such  Prospectus  and  delivered  copies of such  supplement  or
amendment to the Investors (it being  understood  and agreed by the Company that
the foregoing proviso shall in no way diminish or otherwise impair the Company's
obligation  to as  promptly  as  possible  prepare  a  Prospectus  amendment  or
supplement as above  provided in this Section 4(d) and deliver copies of same as
                                      -----------
above provided in Section 4(h) hereof), and it being further understood that, in
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the case of the Mandatory Registration  Statement,  any such period during which
the Investors are restricted from offering or selling  Registrable  Shares shall
constitute a Suspension Period.

            (e) Upon the  occurrence  of any event  described  in  Section  4(d)
                                                                   -------------
hereof, as promptly as possible, prepare a supplement or amendment,  including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they are made, not misleading.

            (f) Use best efforts to avoid the issuance of or, if issued,  obtain
the  withdrawal  of,  (i)  any  order   suspending  the   effectiveness  of  any
Registration Statement or (ii) any suspension of the qualification (or exemption
from   qualification)  of  any  of  the  Registrable  Shares  for  sale  in  any
jurisdiction,  as promptly as possible (it being understood that, in the case of
the Mandatory Registration Statement,  any period during which the effectiveness
of the Mandatory  Registration Statement or the qualification of any Registrable
Shares is suspended shall constitute a Suspension Period).

            (g) Furnish to the Investors and their counsel,  without charge,  at
least one  conformed  copy of each  Registration  Statement  and each  amendment
thereto,  and all  exhibits to the extent  requested  by such  Investor or their
counsel  (including those previously  furnished or incorporated by reference) as
promptly as possible after the filing of such documents with the SEC.

            (h) As  promptly  as  possible  furnish  to each  selling  Investor,
without charge,  such number of copies of a Prospectus,  including a preliminary
Prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents  (including,  without  limitation,  Prospectus  amendments  and
supplements)  as each such selling  Investor may reasonably  request in order to
facilitate the disposition of the Registrable  Shares covered by such Prospectus
and any amendment or supplement thereto.  The Company hereby consents to the use
of such  Prospectus  and each  amendment  or  supplement  thereto by each of the
selling  Investors in connection  with the offering and sale of the  Registrable
Shares covered by such Prospectus and any amendment or supplement thereto to the
extent permitted by federal and state securities laws

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<PAGE>

and regulations.

            (i) Use best efforts to register and qualify (or obtain an exemption
from such  registration  and  qualification)  the Registrable  Shares under such
other  securities  or blue sky laws of the states of residence of each  Investor
and such other  jurisdictions as each Investor shall reasonably request, to keep
such registration or qualification (or exemption therefrom) effective during the
periods each Registration Statement is effective,  and do any and all other acts
or things which may be reasonably necessary or advisable to enable each Investor
to consummate the public sale or other disposition of Registrable Shares in such
jurisdiction,  provided  that the Company  shall not be  required in  connection
therewith  or as a  condition  thereto to qualify  to do  business  or to file a
general consent to service of process in any such states or jurisdictions  where
it is not then qualified or subject to process.

            (j)  Cooperate   with  the   Investors  to  facilitate   the  timely
preparation and delivery of certificates  representing the Registrable Shares to
be  delivered  to a  transferee  pursuant  to a  Registration  Statement,  which
certificates  shall be free, to the extent permitted by the Securities  Purchase
Agreement and applicable  law, of all  restrictive  legends,  and to enable such
Registrable  Shares to be in such  denominations and registered in such names as
such Investors may request.

            (k)  Cooperate  with  any  reasonable  due  diligence  investigation
undertaken  by the  Investors,  any managing  underwriter  participating  in any
disposition  pursuant to a Registration  Statement,  Investors'  counsel and any
attorney,  accountant  or other agent  retained  by  Investors  or any  managing
underwriter,  in connection with the sale of the Registrable Shares,  including,
without  limitation,  making available any documents and information;  provided,
however,  that the Company  will not deliver or make  available  to any Investor
material,  nonpublic  information unless such Investor specifically requests and
consents in advance in writing to receive such material,  nonpublic  information
and, if requested by the Company,  such Investor agrees in writing to treat such
information as confidential.

            (l) At the  request of an  Affiliate,  the  Company  shall amend any
Registration  Statement to include such  Affiliate as a selling  stockholder  in
such Registration Statement.

            (m) Comply with all applicable  rules and  regulations of the SEC in
all material respects.

         5.  Expenses of  Registration.  The Company  shall pay for all expenses
             -------------------------
(exclusive  of  underwriting  discounts  and  commission,  if any)  incurred  in
connection  with a registration  pursuant to this Agreement and compliance  with
Section  4  of  this  Agreement,   including,   without   limitation,   (i)  all
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registration,  filing and  qualification  fees and expenses  (including  without
limitation those related to filings with the SEC, The NASDAQ National Market, or
any national securities exchange upon which the Company's  securities are listed
and in connection with applicable state  securities or blue sky laws),  (ii) all
printing expenses, (iii) all messenger, telephone and delivery expenses incurred
by the Company,  (iv) all fees and  disbursements of counsel for the Company and
one  counsel  for the  Investors,  and (v) all fees and  expenses  of all  other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement.

                                       8
<PAGE>

         6.  Delay  of  Registration.  Subject  to  Section  11(d)  hereof,  the
             -----------------------                --------------
Investors and the Company (other than with respect to Section 4(d) hereof) shall
                                                      ------------
not take any action to restrain,  enjoin or otherwise delay any  registration as
the  result  of  any   controversy   which  might  arise  with  respect  to  the
interpretation or implementation of this Agreement.

         7.  Indemnification.  In the event that any  Registrable  Shares of the
             ---------------
Investors are included in a Registration Statement pursuant to this Agreement:

            (a) To the  fullest  extent  permitted  by  law,  the  Company  will
indemnify and hold harmless each Investor and each officer, director, fiduciary,
agent, investment advisor,  employee,  member (or other equity holder),  general
partner and limited  partner (and  Affiliates  thereof) of such  Investor,  each
broker,  underwriter  or other person acting on behalf of such Investor and each
person,  if any, who controls such Investor within the meaning of the Securities
Act,  against any losses,  claims,  damages or liabilities,  or  administrative,
judicial,  regulatory or civil  proceedings,  joint or several (the "Losses") to
which they may become subject under the Securities Act or otherwise,  insofar as
such Losses (or actions in respect thereof) arise out of or relate to any untrue
or alleged untrue  statement of any material fact contained in the  Registration
Statement,  or arise out of or relate to the  omission  or alleged  omission  to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not misleading,  or any violation by the Company of
the  Securities  Act or state  securities  or blue sky  laws  applicable  to the
Company or the relevant  registration and leading to action or inaction required
of the Company in connection with such registration or qualification  under such
Securities  Act or  state  securities  or blue sky  laws;  and,  subject  to the
provisions  of Section  7(c) hereof,  the Company will  reimburse on demand such
               ------------
Investor,  such broker or other person acting on behalf of such Investor or such
officer, director, fiduciary, employee, member (or other equity holder), general
partner, limited partner, affiliate or controlling person for any legal or other
expenses  reasonably incurred by any of them in connection with investigating or
defending any such loss, claim, damage, liability, or administrative,  judicial,
regulatory or civil proceeding;  provided, however, that the indemnity agreement
contained in this Section 7(a) shall not apply to amounts paid in  settlement of
                  ------------
any such  Losses if such  settlement  is  effected  without  the  consent of the
Company  (which  consent  shall  not be  unreasonably  withheld),  nor shall the
Company  be liable in any such case for any such  loss,  damage,  liability,  or
administrative,  judicial,  regulatory or civil proceeding to the extent that it
solely  arises out of or is based upon an untrue  statement of any material fact
contained in the Registration  Statement or omission to state therein a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading, in each case to the extent that such untrue statement or alleged
untrue  statement or omission or alleged  omission was made in the  Registration
Statement, in reliance upon and in conformity with written information furnished
by  such  Investor  to  the  Company  expressly  for  use in  such  Registration
Statement.

            (b) To the fullest extent permitted by law, each Investor, severally
(as to itself) and not jointly,  will  indemnify  and hold harmless the Company,
each of its  directors,  each of its officers  who have signed the  Registration
Statement,  each person,  if any, who controls the Company within the meaning of
the  Securities  Act,  and all other  Investors  against any Losses to which the
Company or any such director,  officer or  controlling  person or other Investor
may become subject to, under the  Securities  Act or otherwise,  insofar as such
Losses (or actions in respect thereto) solely arise out of or are based upon any
untrue statement of any material fact contained in the  Registration  Statement,
or solely  arise out of or relate to the  omission  to state

                                       9
<PAGE>

therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  in each case to the extent that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in the  Registration  Statement in reliance upon and in conformity  with written
information  furnished by such Investor to the Company expressly for use in such
Registration  Statement;  and, subject to the provisions of Section 7(d) hereof,
                                                            -----------
such Investor will  reimburse on demand any legal or other  expenses  reasonably
incurred by the Company or any such director,  officer,  controlling  person, or
other Investor in connection  with  investigating  or defending any such Losses;
provided,  however,  that the  maximum  aggregate  amount of  liability  of such
Investor  under  this  Section  7  shall  be  limited  to the  proceeds  (net of
                       ----------
underwriting  discounts  and  commissions,  if any)  actually  received  by such
Investor  from the  sale of  Registrable  Shares  covered  by such  Registration
Statement;  and  provided,   further,  however,  that  the  indemnity  agreement
contained  in this  Section 7(b) or Section 7(e) shall not apply to amounts paid
                    ------------    ------------
in  settlement  of any such Losses if such  settlement  is effected  without the
consent of such  Investor  against which the request for indemnity is being made
(which consent shall not be unreasonably withheld).

            (c) As promptly as possible  after receipt by an  indemnified  party
under this Section 7 of notice of the threat,  assertion or  commencement of any
           ---------
action, such indemnified party will, if a claim in respect thereof is to be made
against any  indemnifying  party under this  Section 7, notify the  indemnifying
                                             ---------
party in writing of the commencement  thereof and the  indemnifying  party shall
have the right to  participate  in and,  to the  extent the  indemnifying  party
desires,  jointly with any other indemnifying party similarly noticed, to assume
at its expense the defense  thereof with counsel  mutually  satisfactory  to the
parties;  provided,  however,  that, the failure to notify an indemnifying party
promptly of the threat,  assertion or  commencement of any such action shall not
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  7 except  (and  only)  to the  extent  that it  shall be  finally
      ----------
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the indemnifying party.

            (d) If any indemnified  party shall have  reasonably  concluded that
there may be one or more legal  defenses  available  to such  indemnified  party
which are different  from or additional to those  available to the  indemnifying
party,  or that such claim or  litigation  involves or could have an effect upon
matters beyond the scope of the indemnity  agreement provided in this Section 7,
                                                                      ---------
the  indemnifying  party  shall not have the right to assume the defense of such
action on behalf of such indemnified  party, and such  indemnifying  party shall
reimburse such  indemnified  party and any person  controlling  such indemnified
party for the fees and expenses of one counsel retained by the indemnified party
which are reasonably  related to the matters covered by the indemnity  agreement
provided in this Section 7. Subject to the foregoing, an indemnified party shall
                 ---------
have the right to employ separate  counsel in any such action and to participate
in the defense thereof but the fees and expenses of such counsel shall not be at
the expense of the Company.

            (e) If the  indemnification  provided for in this Section 7 from the
                                                              ---------
indemnifying  party is applicable by its terms but unavailable to an indemnified
party hereunder in respect of any Losses,  then the indemnifying  party, in lieu
of indemnifying such indemnified party, shall,  subject to the maximum aggregate
liability of any Investor as set forth in Section 7(b), contribute to the amount
                                          -----------
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages, liabilities or expenses in such proportion as is appropriate to reflect
the relative fault of

                                       10
<PAGE>

the  indemnifying  party and  indemnified  party in connection  with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other  relevant  equitable  considerations.  The relative  faults of such
indemnifying  party and  indemnified  party shall be determined by reference to,
among other  things,  whether any action in  question,  including  any untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact, has been made by, or relates to information  supplied by,
such indemnifying  party or indemnified party, and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages,  liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Sections 7(a),  7(b), 7(c) and 7(d), any
                                        -------------   ----  ----     ---
legal or other fees,  charges or expenses  reasonably  incurred by such party in
connection with any investigation or proceeding.  No person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to contribution from any person. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 7(e)
                                                                    ------------
were  determined  by pro rata  allocation  or by any other method of  allocation
which does not take account of the equitable  considerations  referred to in the
immediately preceding paragraph.

            (f) The  indemnity  and  contribution  agreements  contained in this
Section are in addition to (not in lieu of) any liability that any  indemnifying
party may have to any indemnified party.

         8. Reports Under the Exchange  Act. With a view to making  available to
            -------------------------------
the  Investors  the benefits of Rule 144 and any other rule or regulation of the
SEC that may at any time permit the Investors to sell the Registrable  Shares to
the public without registration,  the Company agrees to use best efforts to: (i)
make and keep public  information  available,  as those terms are understood and
defined in Rule 144;  (ii) file with the SEC in a timely  manner all reports and
other documents required to be filed by an issuer of securities registered under
the  Securities  Act or the Exchange Act; (iii) as long as any Investor owns any
Shares,  Conversion  Shares or Warrant  Shares,  to furnish in writing upon such
Investor's  request a written statement by the Company that it has complied with
the  reporting  requirements  of  Rule  144  and of the  Securities  Act and the
Exchange  Act, and to furnish to such  Investor a copy of the most recent annual
and  quarterly  reports of the Company,  and such other reports and documents so
filed by the Company as may be reasonably requested in availing such Investor of
any rule or  regulation  of the SEC  permitting  the  selling of any such Shares
without  registration;  and (iv)  undertake any  additional  actions  reasonably
necessary to maintain the  availability of a Registration  Statement,  including
any successor or substitute forms, and the use of Rule 144.

         9. Transfer of Registration Rights.  Subject to the Securities Purchase
            -------------------------------
Agreement,  each  Investor may assign or transfer any or all of its rights under
this  Agreement to any Person,  provided such  assignee or transferee  agrees in
writing to be bound by the  provisions  hereof that apply to such  assigning  or
transferring  Investor.  Upon any  such,  and  each  successive,  assignment  or
transfer to any permitted assignee or transferee in accordance with the terms of
this Section 9, such permitted  assignee or transferee  shall be deemed to be an
     ---------
"Investor" for all purposes of this Agreement.

                                       11
<PAGE>

         10.  Entire  Agreement.  This  Agreement  constitutes  and contains the
              -----------------
entire  agreement and  understanding  of the parties with respect to the subject
matter  hereof,  and  it  also  supersedes  any  and  all  prior   negotiations,
correspondence,  agreements or understandings with respect to the subject matter
hereof.

         11. Miscellaneous.
             -------------

            (a) This  Agreement,  and any  right,  term or  provision  contained
herein,  may not be  amended,  modified  or  terminated,  and no right,  term or
provision may be waived, except with the written consent of (i) the holders of a
majority  of the then  outstanding  Registrable  Shares  and  (ii) the  Company;
provided  that  any   amendment  or   modification   that  is   materially   and
disproportionately  adverse  to any  particular  Investor  (as  compared  to all
Investors as a group) shall require the consent of such Investor.

            (b) This  Agreement  shall be governed by and construed and enforced
in accordance  with the laws of the State of New York.  This Agreement  shall be
binding  upon  the  parties  hereto  and  their   respective   heirs,   personal
representatives, successors and permitted assigns and transferees, provided that
the terms and  conditions  of  Section 9 hereof are  satisfied.  Notwithstanding
                               ---------
anything  in  this  Agreement  to the  contrary,  if at any  time  any  Investor
(including  any  successors  or  assigned)  shall  cease to own any  Registrable
Shares,  all of such Investor's  rights under this Agreement  shall  immediately
terminate.

            (c) Any notices to be given pursuant to this  Agreement  shall be in
writing and shall be given by  certified  or  registered  mail,  return  receipt
request.  Notices shall be deemed given when personally delivered or when mailed
to the addresses of the respective parties as set forth on Exhibit A or Schedule
                                                           ---------    --------
1 hereto,  as  applicable,  or to such  changed  address  of which any party may
-
notify the others  pursuant  hereto,  except  that a notice of change of address
shall be deemed given when received.  An electronic  communication  ("Electronic
Notice")  shall be deemed  written  notice for purposes of this Section 11(c) if
                                                                ------------
sent with return receipt  requested to the electronic mail address  specified by
the receiving party on Exhibit A or Schedule 1 hereto, as applicable. Electronic
                       ---------    ----------
Notice shall be deemed received at the time the party sending  Electronic Notice
receives verification of receipt by the receiving party.

            (d) The  parties  acknowledge  and  agree  that in the  event of any
breach of this  Agreement,  remedies at law will be inadequate,  and each of the
parties hereto shall be entitled to specific  performance of the  obligations of
the other parties  hereto and to such  appropriate  injunctive  relief as may be
granted by a court of competent  jurisdiction.  All remedies,  either under this
Agreement  or by law or  otherwise  afforded  to any of the  parties,  shall  be
cumulative and not alternative.

            (e) This Agreement may be executed in a number of counterparts.  All
such counterparts together shall constitute one Agreement,  and shall be binding
on all the parties hereto  notwithstanding that all such parties have not signed
the same  counterpart.  The parties  hereto  confirm that any facsimile  copy of
another  party's  executed  counterpart of this Agreement (or its signature page
thereof) will be deemed to be an executed original thereof.

                                       12
<PAGE>

            (f)  Except  as  contemplated  in  Sections  7  and 9  hereof,  this
                                               -----------      -
Agreement  is intended  solely for the benefit of the parties  hereto and is not
intended  to confer  any  benefits  upon,  or create any rights in favor of, any
Person  (including,  without  limitation,  any stockholder or debt holder of the
Company) other than the parties hereto.

            (g) If any  provision  of this  Agreement  is  invalid,  illegal  or
unenforceable,  such provision  shall be ineffective to the extent,  but only to
the  extent  of,  such  invalidity,  illegality  or  unenforceability,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement, unless such a construction would be unreasonable.

            (h) This  Agreement  shall be binding upon, and inure to the benefit
of, the parties hereto and their permitted successors and assigns.


                            [Signature Pages Follow]


                                       13
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.


                            BIGSTRING CORPORATION

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




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>


                         INVESTORS:

                         TUDOR INVESTMENT CORP., as investment adviser
                         to each Investor listed on Schedule 1 (other than Tudor
                         Proprietary Trading, L.L.C.)

                         By:       /s/ William T. Flaherty
                                ----------------------------------------------
                                Name:  William T. Flaherty
                                Title:  Managing Director

                         TUDOR PROPRIETARY TRADING, L.L.C.

                         By:       /s/ William T. Flaherty
                                ----------------------------------------------
                                Name:  William T. Flaherty
                                Title:  Managing Director


                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>





                                                                       Exhibit A
                                                                       ---------

All correspondence to the Company shall be addressed as follows:

                              BigString Corporation
                              3 Harding Road, Suite F
                              Red Bank, New Jersey 07701
                              Attention: Darin M. Myman
                              Facsimile: (732) 741-2842
                              Email Address: darin@bigstring.com

with copies (which shall not constitute Notice) to:

                              Giordano, Halleran & Ciesla, P.C.
                              125 Half Mile Road
                              P.O. Box 19
                              Middletown, New Jersey 07748
                              Attention: Paul T. Colella, Esq.
                              Facsimile: (732) 224-6599
                              Email Address: pcolella@ghclaw.com

All  correspondence to the Investors shall be addressed as set forth in Schedule
1 hereto.



<PAGE>



                                                                      Schedule 1
                                                                      ----------

                              Schedule of Investors




Witches Rock Portfolio Ltd.
c/o Tudor Investment Corporation
50 Rowes Wharf
6th Floor
Boston, MA 02110
Tax ID.:  98-0439973

The Tudor BVI Global Portfolio Ltd.
c/o Tudor Investment Corporation
50 Rowes Wharf
6th Floor
Boston, MA 02110
Tax ID.:  98-0223576

Tudor Proprietary Trading, L.L.C.
c/o Tudor Investment Corporation
50 Rowes Wharf
6th Floor
Boston, MA 02110
Tax ID.:  13-3720063