EXHIBIT 10.36

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of May
19, 2006, is by and between BigString  Corporation,  a corporation  incorporated
and organized under the laws of State of Delaware,  with its principal executive
offices at 3 Harding Road,  Suite F, Red Bank, New Jersey 07701 (the "Company"),
and Robb Knie, with a mailing address of P.O. Box 785, Maywood, New Jersey 07607
(the "Holder").

         WHEREAS,  upon the terms and  subject  to the  conditions  of the Asset
Purchase Agreement, dated as of May 19, 2006, between the Company and the Holder
(the  "Asset  Purchase  Agreement"),  the Holder  received  750,000  shares (the
"Shares") of the  Company's  common stock,  par value $.0001 per share  ("Common
Stock"); and

         WHEREAS,   the  Company   agreed  to  provide  to  the  Holder  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"1933 Act"), and applicable state securities laws, with respect to the Shares;

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and the
mutual   covenants   contained   herein,   and  for  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Holder hereby agree as follows:


1.  Definitions.  As used in this Agreement,  the following terms shall have the
meanings ascribed to them:

         (a)      "1933  Act"  shall  have the  meaning  set forth in the second
                  recital of this Agreement.

         (b)      "1934 Act" shall have the meaning set forth in Section 6(a) of
                  this Agreement.

         (c)      "Agreement"   shall  have  the   meaning   set  forth  in  the
                  introductory paragraph of this Agreement.

         (d)      "Asset Purchase Agreement" shall have the meaning set forth in
                  the first recital of this Agreement.

         (e)      "Claims"  shall have the meaning set forth in Section  6(a) of
                  this Agreement.

         (f)      "Closing Date" shall mean the date on which the closing of the
                  Asset Purchase Agreement occurs.

         (g)      "Common  Stock"  shall have the meaning set forth in the first
                  recital of this Agreement.

         (h)      "Company" shall have the meaning set forth in the introductory
                  paragraph of this Agreement.

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         (i)      "Holder" shall have the meaning set forth in the introductory
                  paragraph of this Agreement.

         (j)      "Indemnified  Damages"  shall  have the  meaning  set forth in
                  Section 6(a) of this Agreement.

         (k)      "Indemnified  Party"  shall  have  the  meaning  set  forth in
                  Section 6(b) of this Agreement.

         (l)      "Indemnified  Person"  shall  have the  meaning  set  forth in
                  Section 6(a) of this Agreement.

         (m)      "Person" means a corporation,  a limited liability company, an
                  association,  a partnership,  an organization,  a business, an
                  individual, a governmental or political subdivision thereof or
                  a governmental agency.

         (n)      "Principal  Market" means either The American Stock  Exchange,
                  Inc., The New York Stock  Exchange,  Inc., The Nasdaq National
                  Market, The Nasdaq Capital Market or the National  Association
                  of Securities  Dealer's,  Inc. OTC electronic  bulletin board,
                  whichever is the principal market on which the Common Stock is
                  listed or quoted.

         (o)      "Records"  and  "Record"  shall have the  meaning set forth in
                  Section 3(h) of this Agreement.

         (p)      "Register,"   "Registered,"  and  "Registration"  refer  to  a
                  registration effected by preparing and filing with the SEC one
                  or more  registration  statements in compliance  with the 1933
                  Act  and  pursuant  to Rule  415,  and  effectiveness  of such
                  registration statement(s).

         (q)      "Registration  Default"  shall have the  meaning  set forth in
                  Section 3(e) of this Agreement.

         (r)      "Registration  Period"  shall  have the  meaning  set forth in
                  Section 3(a) of this Agreement.

         (s)      "Registrable  Securities"  means the  Shares and any shares of
                  capital  stock issued or issuable  with respect to the Shares,
                  if any,  as a  result  of any  stock  split,  stock  dividend,
                  recapitalization,  exchange  or  similar  event or  otherwise,
                  which have not been (i) included in a  Registration  Statement
                  that has been  declared  effective  by the SEC,  or (ii)  sold
                  under circumstances  meeting all of the applicable  conditions
                  of Rule 144 (or any similar provision then in force) under the
                  1933 Act.

         (t)      "Registration Statement" means a registration statement of the
                  Company filed under the 1933 Act.

         (u)      "Rule 144" shall  have the  meaning  set forth in Section 8 of
                  this Agreement

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         (v)      "Rule 415" means Rule 415 under the 1933 Act or any  successor
                  rule providing for offering securities on a continuous basis.

         (w)      "SEC"  means  the  United  States   Securities   and  Exchange
                  Commission.

         (x)      "Shares" shall have the meaning set forth in the first recital
                  of this Agreement.

         (y)      "Violations"  shall have the meaning set forth in Section 6(a)
                  of this Agreement.

2. Registration on Form SB-2 or other  Registration  Form. The Company shall, as
soon as  practicable,  but not later than 90 calendar days following the Closing
Date,  file with the SEC 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 Registrable Securities, which Registration Statement shall state that, in
accordance  with Rule 416  promulgated  under the 1933  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.

3.  Related   Obligations.   The  Company  shall  have  the  following   further
obligations:

         (a) Continued  Effectiveness.  The Company shall keep such Registration
Statement  effective pursuant to Rule 415 until the earlier of (i) one year from
the date the Registration Statement becomes effective and (ii) the date on which
the Holder shall have sold all the  Registrable  Securities  (the  "Registration
Period"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses  contained  therein)  shall not  contain  any  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 in which they were made, not misleading.

         (b)  Amendments.  The Company  shall prepare and file with the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement as may be necessary to keep such Registration  Statement
effective during the Registration  Period, and, during such period,  comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of the
Registrable Securities of the Company covered by such Registration Statement.

         (c) Information.  The Company shall furnish to the Holder and its legal
counsel  without charge (i),  promptly after the same is prepared and filed with
the SEC, at least one copy of any  Registration  Statement and any  amendment(s)
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated  therein by reference and all exhibits,  the prospectus included in
such Registration  Statement and, with respect to such  Registration  Statement,
any correspondence by or on behalf of the Company to the SEC or the staff of the
SEC and any  correspondence  from the SEC or the staff of the SEC to the Company
or  its  representatives,  (ii)  upon  the  effectiveness  of  any  Registration
Statement,  a  reasonable  number of copies of the  prospectus  included in such
Registration  Statement and all amendments and  supplements  thereto,  and (iii)
such other  documents,  including  copies of any  prospectus,  as the Holder may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities.

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<PAGE>

         (d) Blue Sky. The Company shall use reasonable  efforts to (i) register
and qualify the Registrable Securities covered by a Registration Statement under
the applicable securities or "blue sky" laws of such states of the United States
as specified by the Holder, (ii) prepare and file in those  jurisdictions,  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (y) subject  itself to general  taxation in any such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction. The Company shall promptly notify the Holder of the receipt by the
Company of any  notification  with respect to the suspension of the registration
or  qualification  of any of the  Registrable  Securities  for  sale  under  the
securities  or "blue sky" laws of any  jurisdiction  in the United States or its
receipt of actual notice of the  initiation or threatening of any proceeding for
such purpose.

         (e) Certain Events.  As promptly as practicable after becoming aware of
such event,  the Company  shall notify the Holder in writing of the happening of
any  event as a result  of  which  the  prospectus  included  in a  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission 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 were
made, not misleading  ("Registration  Default"), and use all diligent efforts to
promptly  prepare a supplement or amendment to such  Registration  Statement and
take any other  necessary steps to cure the  Registration  Default and deliver a
reasonable  number of copies of such supplement or amendment to the Holder.  The
Company shall also  promptly  notify the Holder in writing (i) when a prospectus
or any prospectus  supplement or  post-effective  amendment has been filed,  and
when  a  Registration  Statement  or any  post-effective  amendment  has  become
effective  (notification of such effectiveness  shall be delivered to the Holder
by facsimile on the same day of such  effectiveness and by overnight mail), (ii)
of any  request  by the SEC for  amendments  or  supplements  to a  Registration
Statement or related prospectus or related  information,  (iii) of the Company's
reasonable  determination  that a  post-effective  amendment  to a  Registration
Statement would be appropriate,  (iv) in the event the Registration Statement is
no longer effective,  or (v) the Registration Statement is stale for a period of
more than five (5) trading days as a result of the  Company's  failure to timely
file its financials.

         (f) Stop Orders.  The Company shall use its best efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities  for sale in any  jurisdiction  and, if such an order or
suspension  is issued,  to obtain the  withdrawal of such order or suspension at
the  earliest  possible  moment and to notify  the Holder who holds  Registrable
Securities  being sold of the issuance of such order and the resolution  thereof
or its receipt of actual notice of the  initiation  or threat of any  proceeding
for such purpose.

         (g) Review  and  Comment.  The  Company  shall  permit the Holder and a
single  firm of  counsel,  as  designated  by it, to review and  comment  upon a
Registration Statement and all

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<PAGE>

amendments  and  supplements  thereto at least three (3) business  days prior to
their  filing  with the SEC,  and not file any  document in a form to which such
counsel  reasonably  objects.  The Company shall not submit to the SEC a request
for acceleration of the  effectiveness of a Registration  Statement or file with
the SEC a Registration  Statement or any amendment or supplement thereto without
the prior approval of such counsel,  which  approval  shall not be  unreasonably
withheld.

         (h)  Availability of Information.  The Company shall make available for
inspection  by (i) any  Holder  and (ii) one firm of  attorneys  and one firm of
accountants  or  other  agents  retained  by  the  Holder   (collectively,   the
"Inspectors") all pertinent financial and other records, and pertinent corporate
documents  and  properties  of the  Company  (collectively,  the  "Records"  and
individually  a  "Record"),  as shall be  reasonably  deemed  necessary  by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that  each  Inspector  shall  hold in strict  confidence  and shall not make any
disclosure  (except to the  Holder)  or use of any  Record or other  information
which the  Company  determines  in good faith to be  confidential,  and of which
determination the Inspectors are so notified,  unless (A) the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in any
Registration  Statement  or is  otherwise  required  under the 1933 Act, (B) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government body of competent  jurisdiction,  or (C) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the Inspector has knowledge. The Holder agrees that he shall, upon learning that
disclosure  of such Records is sought in or by a court or  governmental  body of
competent jurisdiction or through other means, give prompt notice to the Company
and allow the  Company,  at its  expense,  to  undertake  appropriate  action to
prevent  disclosure of, or to obtain a protective  order for, the Records deemed
confidential.

         (i) Confidentiality.  The Company shall hold in confidence and not make
any  disclosure of  information  concerning  the Holder  provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or
state  securities  laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any Registration Statement, (iii)
the  release of such  information  is ordered  pursuant  to a subpoena  or other
final,  non-appealable  order  from a court or  governmental  body of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  the  Holder  is  sought  in  or  by  a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written notice to the Holder and allow the Holder, at the Holder's  expense,  to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.

         (j) Listing or  Quotation.  The Company  shall use its best  efforts to
secure  designation and quotation of all the Registrable  Securities  covered by
any Registration  Statement on the Principal  Market.  If, despite the Company's
best efforts,  the Company is unsuccessful in satisfying the preceding sentence,
it shall use its best efforts to cause all the Registrable Securities covered by
any  Registration  Statement  to be  listed or  quoted  on each  other  national
securities  exchange and automated quotation system, if any, on which securities
of the same

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<PAGE>

class or series issued by the Company are then listed or quoted,  if any, if the
listing or quoting of such  Registrable  Securities is then permitted  under the
rules of such exchange or system.  If, despite the Company's  best efforts,  the
Company is unsuccessful in satisfying the two preceding  sentences,  it will use
its best efforts to secure the inclusion for  quotation  with Pink Sheets,  LLC.
The Company shall pay all fees and expenses in connection  with  satisfying  its
obligation under this Section 3(j).

         (k) Amendment of  Registration  Statement.  If requested by the Holder,
the  Company  shall  (i)  as  soon  as  reasonably  practical  incorporate  in a
prospectus supplement or post-effective amendment such information as the Holder
reasonably  determine  should  be  included  therein  relating  to the  sale and
distribution  of  Registrable   Securities,   including,   without   limitation,
information  with respect to the offering of the  Registrable  Securities  to be
sold in such  offering,  (ii)  make  all  required  filings  of such  prospectus
supplement or post-effective  amendment as soon as notified of the matters to be
incorporated  in such prospectus  supplement or  post-effective  amendment,  and
(iii) supplement or make amendments to any Registration  Statement if reasonably
requested by the Holder.

         (l) Other  Approvals.  The Company  shall use its best efforts to cause
the Registrable  Securities covered by the applicable  Registration Statement to
be  registered  with  or  approved  by  such  other  governmental   agencies  or
authorities  as  may  be  necessary  to  consummate  the   disposition  of  such
Registrable Securities.

         (m) Compliance  with SEC  Regulations.  The Company shall otherwise use
its best efforts to comply with all applicable  rules and regulations of the SEC
in connection with any registration hereunder.

         (n) Other Actions.  The Company shall take all other reasonable actions
necessary to expedite and  facilitate  disposition  by the Holder of Registrable
Securities pursuant to a Registration Statement.

4. Obligations of the Holder.

         (a) Required  Information.  At least 5 calendar days prior to the first
anticipated  filing date of a Registration  Statement,  the Company shall notify
the Holder in writing of the information the Company requires from the Holder if
the Holder elects to have any of the Holder's Registrable Securities included in
such  Registration   Statement.  It  shall  be  a  condition  precedent  to  the
obligations  of the  Company  to  complete  the  registration  pursuant  to this
Agreement  with  respect to the  Registrable  Securities  of the Holder that the
Holder  shall  furnish in  writing to the  Company  such  information  regarding
itself,  the  Registrable  Securities  held by it and  the  intended  method  of
disposition  of the  Registrable  Securities  held by it as shall  reasonably be
required to effect the  registration  of such  Registrable  Securities and shall
execute such documents in connection  with such  registration as the Company may
reasonably  request The Holder covenants and agrees that, in connection with any
resale of Registrable Securities by it pursuant to a Registration  Statement, it
shall comply with the "Plan of Distribution"  section of the current  prospectus
relating to such Registration Statement.

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<PAGE>

         (b) Further Cooperation. The Holder shall cooperate with the Company as
reasonably  requested  by the Company in  connection  with the  preparation  and
filing of any Registration  Statement hereunder,  unless the Holder has notified
the Company in writing of the  Holder's  election to exclude all of the Holder's
Registrable Securities from such Registration Statement.

         (c)  Discontinuance  of Disposition in Certain Events.  Upon receipt of
any notice from the Company of the happening of any event of the kind  described
in Section  3(f) or the first  sentence  of 3(e),  the Holder  will  immediately
discontinue  disposition of Registrable  Securities pursuant to any Registration
Statement covering such Registrable Securities until the Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(f) or
the first sentence of 3(e).

5. Expenses of Registration.  All reasonable  expenses,  other than underwriting
discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printing and accounting fees, and
fees and disbursements of counsel for the Company, shall be paid by the Company.

6.  Indemnification.  In the event any Registrable  Securities are included in a
Registration Statement under this Agreement:

         (a) Indemnification by Company. To the fullest extent permitted by law,
the Company  will,  and hereby  does,  indemnify,  hold  harmless and defend the
Holder and any agents or representatives  thereof,  and each Person, if any, who
controls,  the  Holder  within  the  meaning  of the 1933 Act or the  Securities
Exchange  Act of 1934,  as  amended  (the "1934  Act")  (each,  an  "Indemnified
Person"), against any losses, claims, damages,  liabilities,  judgments,  fines,
penalties,  charges,  costs,  attorneys'  fees,  amounts paid in  settlement  or
expenses, joint or several (collectively,  "Claims"), incurred in investigating,
preparing  or  defending  any  action,   claim,   suit,   inquiry,   proceeding,
investigation  or appeal  taken  from the  foregoing  by or before  any court or
governmental,  administrative  or  other  regulatory  agency,  body or the  SEC,
whether pending or threatened,  whether or not an indemnified party is or may be
a party thereto ("Indemnified  Damages"), to which it may become subject insofar
as such Claims (or actions or proceedings,  whether commenced or threatened,  in
respect  thereof)  arise out of or are based upon:  (i) any untrue  statement or
alleged untrue  statement of a material fact in a Registration  Statement or any
post-effective  amendment  thereto or in any filing made in connection  with the
qualification  of the offering  under the securities or other "blue sky" laws of
any jurisdiction in which Registrable Securities are offered, or the omission or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which  the  statements  therein  were  made,  not  misleading,  (ii) any  untrue
statement or alleged untrue  statement of a material fact contained in the final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable  Securities pursuant to a

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Registration  Statement (the matters in the foregoing  clauses (i) through (iii)
being,  collectively,  "Violations").  Subject to the  restrictions set forth in
Section  6(c) with  respect to the number of legal  counsel,  the Company  shall
reimburse the Indemnified Party,  promptly as such expenses are incurred and are
due and payable,  for any  reasonable  legal fees or other  reasonable  expenses
incurred by him, her or it in  connection  with  investigating  or defending any
such Claim.  Notwithstanding  anything to the  contrary  contained  herein,  the
indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim  arising out of or based upon a Violation  which occurs in reliance upon
and in conformity  with  information  furnished in writing to the Company by any
Indemnified  Person  expressly for use in connection with the preparation of the
Registration  Statement or any such amendment thereof or supplement  thereto, if
such  prospectus  were timely made available by the Company  pursuant to Section
3(c);  (ii) shall not be  available  to the extent  such Claim is based on (A) a
failure of the Holder to deliver or to cause to be delivered the prospectus made
available  by the Company or (B) the  Indemnified  Person's  use of an incorrect
prospectus  despite being promptly  advised in advance by the Company in writing
not to use such incorrect prospectus;  and (iii) shall not apply to amounts paid
in  settlement  of any Claim if such  settlement  is effected  without the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the  resale  of  the  Registrable  Securities  by  the  Holder  pursuant  to the
Registration Statement.

         (b)  Indemnification  by Holder.  In connection  with any  Registration
Statement in which the Holder is participating,  the Holder agrees to indemnify,
hold  harmless  and defend,  to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors,  each of its officers
who signs the  Registration  Statement,  each  Person,  if any, who controls the
Company  within the  meaning of the 1933 Act or the 1934 Act  (collectively  and
together with an Indemnified Person, an "Indemnified Party"),  against any Claim
or Indemnified  Damages to which any of them may become subject,  under the 1933
Act, the 1934 Act or  otherwise,  insofar as such Claim or  Indemnified  Damages
arise out of or are based upon any  Violation,  in each case to the extent,  and
only  to the  extent,  that  such  Violation  occurs  in  reliance  upon  and in
conformity  with written  information  furnished to the Company by the Holder or
its  agents  or  representatives  expressly  for  use in  connection  with  such
Registration Statement;  and, subject to Section 6(c), the Holder will reimburse
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such Claim; provided, however, that the indemnity
agreement  contained  in this  Section  6(b) and the  agreement  with respect to
contribution  contained  in  Section  7  shall  not  apply  to  amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Holder,  which consent shall not be unreasonably  withheld.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such  Indemnified  Party and shall survive the resale of
the Registrable Securities by the Holder pursuant to the Registration Statement.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained  in this  Section  6(b)  with  respect  to any  preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the  preliminary  prospectus
were  corrected  on a  timely  basis  in the  prospectus,  as  then  amended  or
supplemented.

         (c) Indemnification Procedure. Promptly after receipt by an Indemnified
Person or Indemnified  Party under this Section 6 of notice of the  commencement
of any action or

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proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  The  indemnifying
party shall pay for only one separate legal counsel for the Indemnified  Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
the  Holder if the  Holder is  entitled  to  indemnification  hereunder,  or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
The  Indemnified  Party or  Indemnified  Person shall  cooperate  fully with the
indemnifying  party in connection  with any  negotiation  or defense of any such
action or Claim by the indemnifying  party and shall furnish to the indemnifying
party  all  information   reasonably  available  to  the  Indemnified  Party  or
Indemnified Person which relates to such action or Claim. The indemnifying party
shall keep the  Indemnified  Party or Indemnified  Person fully appraised at all
times as to the  status  of the  defense  or any  settlement  negotiations  with
respect thereto. No indemnifying party shall be liable for any settlement of any
action,  claim or proceeding  effected  without its written  consent;  provided,
however, that the indemnifying party shall not unreasonably  withhold,  delay or
condition its or his consent.  No indemnifying party shall,  without the consent
of the Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any  settlement or other  compromise  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such Claim. Following  indemnification as provided for hereunder, the
indemnifying party shall be surrogated to all rights of the Indemnified Party or
Indemnified  Person with  respect to all third  parties,  firms or  corporations
relating to the matter for which  indemnification  has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified  Person or Indemnified  Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action.

         (d) Payment of Indemnification.  The  indemnification  required by this
Section 6 shall be made by periodic  payments of the amount  thereof  during the
course of the  investigation  or  defense,  as and when  bills are  received  or
Indemnified Damages are incurred.

         (e) Non-exclusivity. The indemnity agreements contained herein shall be
in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified  Person against the  indemnifying  party or others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

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<PAGE>

7. Contribution.  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(a) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section  6; and (b) no seller of  Registrable  Securities  guilty of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of fraudulent misrepresentation.

8. Reports Under the 1934 Act. With a view to making available to the Holder the
benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Holder to sell  securities
of the Company to the public  without  registration  ("Rule  144"),  the Company
shall:

         (a) make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144;

         (b)  file  with  the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such  requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and

         (c)  furnish  to the  Holder,  promptly  upon  request,  (i) a  written
statement by the Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual
or quarterly report of the Company and such other reports and documents so filed
by the Company,  and (iii) such other information as may be reasonably requested
to permit  the  Holder  to sell such  securities  pursuant  to Rule 144  without
registration.

9. No Assignment of Registration  Rights.  The rights under this Agreement shall
not be assignable.

10.  Amendment of  Registration  Rights.  Provisions  of this  Agreement  may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively),  only with the
written consent of the Company and the Holder.  Any amendment or waiver effected
in  accordance  with this  Section 10 shall be  binding  upon the Holder and the
Company.

11. Miscellaneous.

         (a) Waivers and Communications. Any notices, consents, waivers or other
communications  required  or  permitted  to be  given  under  the  terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt,  when delivered  personally;  (ii) upon receipt, when sent by facsimile
(provided a confirmation  of  transmission  is  mechanically  or  electronically
generated  and kept on file by the  sending  party);  or (iii) one (1) day after
deposit with a nationally  recognized  overnight delivery service,  in each case
properly

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<PAGE>

addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to the Company:

         BigString Corporation
         3 Harding Road
         Red Bank, New Jersey 07701

         Attention:    Darin M. Myman
                       President and Chief Executive Officer

         Telephone:    (732) 741-2840
         Facsimile:    (732) 741-2842

If to the Holder:

         Robb Knie
         P.O. Box 785
         Maywood, New Jersey 07607

         Telephone:    (201) 446-7900
         Facsimile:    (415) 358-8893

         Each party shall  provide  five (5)  business  days prior notice to the
other party of any change in address, phone number or facsimile number.

         (b)  Non-waiver.  Failure of any party to exercise  any right or remedy
under this Agreement or otherwise,  or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

         (c) Governing Law. This Agreement  shall be governed by and interpreted
in  accordance  with the laws of the State of New Jersey  without  regard to the
principles  of conflict of laws.  Each party hereby  irrevocably  submits to the
non-exclusive  jurisdiction of the state and federal courts sitting in the State
of New Jersey,  for the  adjudication of any dispute  hereunder or in connection
herewith or with any transaction  contemplated  hereby or discussed herein,  and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any  claim  that  it  or  he  is  not  personally  subject  to  the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof to such party at the address  for such  notices to it or
him under this Agreement and agrees that such service shall  constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. If any provision of this Agreement shall be invalid or  unenforceable in
any  jurisdiction,  such  invalidity  or  unenforceability  shall not affect the
validity  or   enforceability  of  the  remainder  of  this  Agreement  in  that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

                                       11
<PAGE>

         (d) Entire Agreement.  This Agreement  constitutes the entire agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or referred to herein and therein.

         (e)  Integration.  This Agreement  supersedes all prior  agreements and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof and thereof.

         (f) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g)  Counterparts.  This  Agreement  may be  executed  in  two or  more
identical  counterparts,  each of which shall be deemed an original,  but all of
which shall constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this  Agreement  bearing the  signature of the party so  delivering
this Agreement.

         (h) Further  Actions.  Each party shall do and perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.


                                       12
<PAGE>


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

                                   BigString Corporation


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



                                   Robb Knie


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






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