EXHIBIT 10.33

                              BIGSTRING CORPORATION

                          SECURITIES PURCHASE AGREEMENT

         This SECURITIES  PURCHASE  AGREEMENT (this  "Agreement") is dated as of
May 19, 2006 and is by and among BIGSTRING CORPORATION,  a Delaware corporation,
with its principal office at 3 Harding Road, Suite F, Red Bank, New Jersey 07701
(the  "Company"),  and each  investor  listed on  Schedule  1 hereto  (each such
                                                  -----------
investor individually, a "Purchaser" and, collectively, the "Purchasers").

         WHEREAS,  the Company desires to issue and sell to the Purchasers,  and
the  Purchasers  desire to  purchase  from the  Company,  in  aggregate  400,000
authorized but unissued shares of the Company's  Series A Preferred  Stock,  par
value $0.0001 per share (the "Series A Preferred Stock") and 1,000,000  Warrants
(as defined below), at an aggregate  purchase price of $2,000,000,  all upon the
terms and subject to the conditions set forth in this Agreement; and

         WHEREAS,  simultaneously with entering into this Agreement, the Company
and the Purchasers are entering into that certain Registration Rights Agreement,
dated as of the date  hereof,  in the form  attached  hereto  as  Exhibit B (the
                                                                  ---------
"Registration  Rights Agreement"),  pursuant to which the Company shall register
for resale the  Conversion  Shares (as defined below) and the Warrant Shares (as
defined below) on the terms set forth therein;

         NOW   THEREFORE,   in   consideration   of   the   mutual   agreements,
representations,  warranties and covenants herein contained,  the parties hereto
agree as follows:

         1.  Definitions.  As used in this Agreement,  the following terms shall
             -----------
have the following respective meanings:

            "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 on or before the  Closing  (as  defined
below) 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, in the form attached hereto as Exhibit A.
                                      ---------

            "Closing" has the meaning set forth in Section 2.4.
                                                   -----------

<PAGE>

            "Common Stock" means the Company's  common stock,  par value $0.0001
per share.

            "Conversion  Shares" means the Common Stock issuable upon conversion
of the Shares (as defined  below)  pursuant to the terms of the  Certificate  of
Designations.

            "Effective  Date"  means  the  earlier  of (i) the date  that is one
hundred  twenty (120) days after the Closing Date (as defined in Section 2.4) or
(ii)  the date  that  the  registration  statement  required  to be filed by the
Company  under the  Securities  Act  pursuant  to the terms of the  Registration
Rights Agreement becomes effective.

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

            "Exercise Price" means $1.25 per Share,  subject to adjustment under
the terms of the Warrants.

            "Fully Diluted Common Stock" means the outstanding  Common Stock and
the shares of Common Stock issued or issuable upon  conversion of the Shares and
exercise of the Warrants (assuming full conversion and exercise).

            "Majority Purchasers" has the meaning set forth in Section 8.9.

            "Material Adverse Effect" means any event, occurrence or development
that has had, or that could  reasonably be expected to have,  individually or in
the aggregate with other events, occurrences or developments, a material adverse
effect on the assets, liabilities (contingent or otherwise),  business, affairs,
operations, prospects or condition (financial or otherwise) of the Company.

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

            "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 on a firm-commitment  underwriting basis, 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.

            "Related Entities" includes, with respect to Tudor, any entities for
which any of the Tudor  Entities or its  Affiliates  serve as a 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,

                                       2
<PAGE>

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.

            "Shares"  means the shares of Series A  Preferred  Stock  issued and
sold by the Company to the Purchasers hereunder.

            "Share Price" means $5.00 per Share.

            "Subsidiaries"  means  the  subsidiaries  of the  Company  listed on
Schedule 2-3.17 to the Disclosure Schedule.

            "Transaction Documents" means, collectively, the Registration Rights
Agreement, the Certificate of Designations and the Warrants.

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

            "Warrants" means the warrants to purchase Common Stock,  dated as of
the date hereof,  issued by the Company to the Purchasers  pursuant  hereto,  in
substantially the form attached hereto as Exhibit C.
                                          ---------

            "Warrant Shares" means the shares of Common Stock issued or issuable
upon the exercise of the Warrants.

         2. Purchase and Sale of Shares and Warrants.
            ----------------------------------------

            2.1 Filing of Certificate of  Designations.  The Company shall adopt
                --------------------------------------
and file with the  Secretary  of State of the State of Delaware on or before the
Closing the Certificate of Designations.

            2.2 Purchase  and Sale of Shares.  Subject to and upon the terms and
                ----------------------------
conditions set forth in this Agreement,  the Company agrees to issue and sell to
each Purchaser,  and each Purchaser hereby agrees, severally and not jointly, to
purchase  from the  Company,  at the  Closing,  the  number of Shares  set forth
opposite such Purchaser's name on Schedule 1 hereto, at
                                  ----------

                                       3
<PAGE>

the Share Price.

            2.3  Issuance  of  Warrants.  Subject  to and  upon  the  terms  and
                 ----------------------
conditions  set forth in this  Agreement,  the  Company  agrees to issue to each
Purchaser  at the  Closing,  for no  further  cash  consideration,  a Warrant to
purchase the number of Warrant Shares set forth opposite such  Purchaser's  name
on Schedule 1 hereto at an exercise price equal to the Exercise Price.
   ----------

            2.4 Closing.  The closing of the purchase and sale of the Shares and
                -------
Warrants  (the  "Closing")  shall take place at 10:00 am  (Eastern  Time) at the
offices of Boies,  Schiller & Flexner LLP, 333 Main Street,  Armonk NY 10504, on
the date  hereof,  or on such other date and at such time as may be agreed  upon
between the Purchasers, on the one hand, and the Company, on the other hand (the
"Closing Date"). At the Closing, the Company shall deliver to each Purchaser (i)
a single stock certificate (or more, if reasonably  requested by the Purchaser),
registered  in the name of such  Purchaser,  representing  the  number of Shares
purchased by such Purchaser and (ii) a Warrant in the name of such Purchaser for
the number of Warrant Shares as described in Section 2.3 hereof, against payment
                                             -----------
by or on behalf of such Purchaser of the aggregate  purchase price, as set forth
opposite  such  Purchaser's  name on  Schedule  1 hereto,  by wire  transfer  of
                                      -----------
immediately  available  funds to such account as the Company shall  designate in
writing.

         3.  Representations  and Warranties of the Company.  The Company hereby
             ----------------------------------------------
represents and warrants to each  Purchaser,  as of the date hereof and except as
set  forth  on the  disclosure  schedule  attached  hereto  as  Schedule  2 (the
                                                                -----------
"Disclosure Schedule"), as follows:

            3.1  Incorporation.  Each of the Company and the  Subsidiaries  is a
                 -------------
corporation  or  other  entity  duly  organized,  validly  existing  and in good
standing  under  the laws of the State of  Delaware  (or such  other  applicable
jurisdiction of incorporation or formation as is indicated on Schedule 2-3.17 to
                                                              ---------------
the Disclosure  Schedule),  and is in good standing as a foreign  corporation or
other entity in each jurisdiction in which the nature of the business  conducted
or the character of the property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may
be, would not result in a Material  Adverse Effect.  Each of the Company and the
Subsidiaries  has all  requisite  corporate  power and authority to carry on its
business as now conducted and to carry out the transactions contemplated hereby.
Neither the Company nor any of the  Subsidiaries  is in  violation of any of the
provisions of its Certificate of  Incorporation  (or other charter  document) or
By-laws.

            3.2  Capitalization.  The  authorized  capital  stock of the Company
                 --------------
consists of:

               (a) Common Stock.  249,000,000  shares of Common Stock,  of which
                   ------------
54,770,125 shares are duly issued and outstanding as of the Closing Date.


               (b) Preferred  Stock.  1,000,000  shares of preferred  stock, par
                   ----------------
value $0.0001 per share (the  "Preferred  Stock"),  of which 400,000 shares have
been  designated  as  Series A  Preferred  Stock to be issued  pursuant  to this
Agreement,  and of which no other shares are outstanding as of the Closing Date.
The rights,  preferences  and privileges of the Series A

                                       4
<PAGE>

Preferred Stock are as stated in the Certificate of Designations.

               (c) All shares of the Company's  issued and  outstanding  capital
stock have been duly  authorized,  are validly issued and  outstanding,  and are
fully paid and nonassessable.

               (d)  Except  for (i) the  conversion  privileges  of the Series A
Preferred Stock to be issued under this  Agreement,  (ii) the Warrants and (iii)
as set forth in  Schedule  2-3.2(d)  to the  Disclosure  Schedule,  there are no
                 -----------------
existing options, warrants, calls, preemptive (or similar) rights, subscriptions
or other  rights,  agreements,  arrangements  or  commitments  of any  character
obligating  the  Company  to issue,  transfer  or sell,  or cause to be  issued,
transferred  or sold,  any shares of the  capital  stock of the Company or other
equity  interests  in  the  Company  or  any  securities   convertible  into  or
exchangeable  for such  shares  of  capital  stock or  other  equity  interests,
including  the Shares,  the  Warrants and the Warrant  Shares,  and there are no
outstanding  contractual  obligations  of the Company to  repurchase,  redeem or
otherwise acquire any shares of its capital stock or other equity interests. The
issue and sale of the  Shares,  the  Warrants  and the  Warrant  Shares will not
obligate  the  Company to issue or sell,  pursuant to any  pre-emptive  right or
otherwise,  shares of Common Stock or other securities to any Person (other than
the  Purchasers)  and  will  not  result  in a right of any  holder  of  Company
securities  to adjust the  exercise,  conversion,  exchange or reset price under
such securities.

            3.3  Registration  Rights.  Except as set forth on Schedule 2-3.3 to
                 --------------------                          --------------
the Disclosure  Schedule,  the Company has not granted or agreed to grant to any
Person any right (including shelf,  "piggy-back" and demand registration rights)
to have any capital stock or other securities of the Company registered with the
SEC or any other government authority.

            3.4 Authorization.  All corporate action on the part of the Company,
                -------------
its officers and directors necessary for the authorization,  execution, delivery
and  performance  of  this  Agreement  and  the  Transaction  Documents  and the
consummation of the transactions contemplated herein and therein has been taken.
When  executed  and  delivered by the Company,  each of this  Agreement  and the
Transaction  Documents shall constitute a legal, valid and binding obligation of
the  Company,  enforceable  against  the Company in  accordance  with its terms,
except as such may be limited by bankruptcy, insolvency, reorganization or other
laws affecting creditors' rights generally and by general equitable  principles.
The Company has all requisite  corporate  power and authority to enter into this
Agreement  and the  Transaction  Documents  and to  carry  out and  perform  its
obligations under their respective terms.

            3.5 Valid Issuance of the Shares. The Shares, the Conversion Shares,
                ----------------------------
the Warrants and the Warrant Shares have been duly  authorized,  and the Shares,
the  Conversion  Shares and the Warrant  Shares,  upon issuance  pursuant to the
terms hereof, of the Series A Preferred Stock and of the Warrants, respectively,
will be validly  issued,  fully paid and  nonassessable  and not  subject to any
encumbrances,  preemptive rights or any other similar  contractual rights of the
stockholders of the Company or any other Person (other than the Purchasers). The
Company has reserved from its duly authorized capital stock the number of shares
of Common Stock issuable upon conversion in full of the Shares and the number of
shares of Common Stock issuable upon the exercise in full of the Warrants.

                                       5
<PAGE>

            3.6 SEC Documents.  The Company has furnished to the Purchasers true
                -------------
and complete  copies of the Company's  Annual Report on Form 10-KSB for the year
ended  December 31, 2005 (the "2005  10-KSB").  As of its filing date,  the 2005
10-KSB complied in all material  respects with the  requirements of the Exchange
Act, and the 2005 10-KSB did not contain any untrue statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
in order to make the  statements  made  therein,  in light of the  circumstances
under which they were made,  not  misleading.  The  financial  statements of the
Company  included  in the 2005  10-KSB  comply  in all  material  respects  with
applicable accounting requirements and the rules and regulations of the SEC with
respect  thereto in effect at the time of filing.  All  material  agreements  to
which the  Company is a party or to which the  property or assets of the Company
are  subject  are  included as part of or  specifically  identified  in the 2005
10-KSB to the  extent  required  by the rules and  regulations  of the SEC as in
effect at the time of filing.  The Company has prepared  and filed,  on a timely
basis,  with the SEC all filings and reports  required by the Securities Act and
the Exchange Act.

            3.7 Financial  Statements.  Except as set forth on Schedule 2-3.7 to
                ---------------------                          --------------
the Disclosure  Schedule,  the financial  statements  and  supporting  schedules
included in the 2005 10-KSB and in any of the Company's registration  statements
filed with the SEC or other of the Company's reports filed with the SEC pursuant
to Section 13 of the Exchange Act  (collectively,  the "Financial  Statements"),
are  complete  and  correct in all  material  respects  and  present  fairly the
consolidated  financial  position of the Company and its  Subsidiaries as of the
dates specified and the consolidated  results of their operations and cash flows
for the periods  specified,  in each case, in conformity with generally accepted
accounting principles applied on a consistent basis during the periods involved,
except as indicated therein or in the notes thereto.

            3.8  Consents.  Except for (a) the filing and  effectiveness  of any
                 --------
registration  statement required to be filed by the Company under the Securities
Act pursuant to the terms of the Registration  Rights Agreement and (b) a Form D
filing and any  required  state  "blue sky" law filings in  connection  with the
transactions  contemplated  hereunder or under the  Transaction  Documents,  all
consents,  approvals,  orders  and  authorizations  required  on the part of the
Company in connection  with the execution or delivery of, or the  performance of
the obligations  under,  this Agreement and the Transaction  Documents,  and the
consummation  of the  transactions  contemplated  herein and therein,  have been
obtained and will be effective as of the date hereof. The execution and delivery
by the Company of this Agreement and the Transaction Documents, the consummation
of the  transactions  contemplated  herein and therein,  and the issuance of the
Shares,  the  Conversion  Shares,  the Warrants and the Warrant  Shares,  do not
require the consent or  approval of the  stockholders  of, or any lender to, the
Company.

            3.9 No Conflict; Compliance With Laws.
                ---------------------------------

               (a) The  execution,  delivery and  performance  by the Company of
this  Agreement  and the  Transaction  Documents,  and the  consummation  of the
transactions  contemplated  hereby and  thereby,  including  the issuance of the
Shares,  the Conversion  Shares, the Warrants and the Warrant Shares, do not and
will not (i)  conflict  with or violate  any  provision  of the  Certificate  of
Incorporation  (or other charter  documents) or By-laws of the Company or any of
the  Subsidiaries,  (ii) breach,  conflict with or result in any violation of or
default  (or an event that with  notice or lapse of time or both would  become a
default) under, or

                                       6
<PAGE>

give rise to a right of  termination,  amendment,  acceleration  or cancellation
(with or without notice or lapse of time, or both) of any obligation,  contract,
commitment,   lease,  agreement,   mortgage,  note,  bond,  indenture  or  other
instrument or obligation  to which the Company or any of the  Subsidiaries  is a
party or by which they or any of their  properties  or assets are bound,  except
such as does not  constitute  a Material  Adverse  Effect,  or (iii) result in a
violation of any statute, law, rule, regulation, order, ordinance or restriction
applicable  to the  Company,  the  Subsidiaries  or any of their  properties  or
assets, or any judgment,  writ,  injunction or decree of any court,  judicial or
quasi-judicial  tribunal  applicable to the Company,  the Subsidiaries or any of
their properties or assets.

               (b) None of the  Company and the  Subsidiaries  (i) is in default
under or in  violation  of (and no event has  occurred  that has not been waived
that,  with  notice or lapse of time or both,  would  result in a default by the
Company  or  any  of  the  Subsidiaries),  nor  has  the  Company  or any of the
Subsidiaries  received  written notice of a claim that it is in default under or
that it is in violation of, any indenture, loan or credit agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties or assets is bound (whether or not such default or violation has been
waived)  or (ii) is in  violation  of any  statute,  rule or  regulation  of any
governmental authority,  including,  without limitation,  all foreign,  federal,
state and local laws relating to taxes,  environmental protection,  occupational
health and safety, product quality and safety, communications and employment and
labor  matters,  except  in each  case such as does not  constitute  a  Material
Adverse Effect.

            3.10 Brokers or Finders.  Except as set forth on Schedule  2-3.10 to
                 ------------------                          ----------------
the Disclosure Schedule, none of the Company and the Subsidiaries has dealt with
any broker or finder in connection  with the  transactions  contemplated by this
Agreement  or the  Transaction  Documents,  and  none  of the  Company  and  the
Subsidiaries has incurred, or shall incur, directly or indirectly, any liability
for any brokerage or finders' fees or agents' commissions or any similar charges
in  connection  with  this  Agreement  or  the  Transaction  Documents,  or  any
transaction contemplated hereby or thereby.

            3.11 Absence of Litigation.  Except as set forth on Schedule  2-3.11
                 ---------------------                          ----------------
to the Disclosure Schedule, there are no pending or, to the Company's knowledge,
threatened  actions,  suits,  claims,  proceedings or investigations  against or
involving the Company or any of the Subsidiaries  except to the extent described
in the 2005 10-KSB.

            3.12 No Undisclosed  Liabilities;  Indebtedness.  Since December 31,
                 ------------------------------------------
2005,  the  Company  and  the  Subsidiaries  have  incurred  no  liabilities  or
obligations,  whether  known  or  unknown,  asserted  or  unasserted,  fixed  or
contingent,   accrued  or  unaccrued,   matured  or  unmatured,   liquidated  or
unliquidated, or otherwise, other than liabilities and obligations that arose in
the ordinary course of business and do not constitute a Material Adverse Effect.
Except for indebtedness reflected in the Company's financial statement contained
in the 2005 10-KSB,  the Company has no indebtedness  outstanding as of the date
hereof.  The  Company  is  not  in  default  with  respect  to  any  outstanding
indebtedness or any instrument relating thereto.

            3.13  Contracts.  All contracts,  agreements,  instruments and other
                  ---------
documents  required  to be  filed as  exhibits  to any of the  periodic  reports
required to be filed by the Company  under the  Exchange  Act are legal,  valid,
binding and in full force and effect and are  enforceable  by the Company or its
Subsidiary  in accordance  with their  respective  terms,  except as such may

                                       7
<PAGE>

be limited by  bankruptcy,  insolvency,  reorganization  or other laws affecting
creditors' rights generally and by general equitable principles.

            3.14 Title to Assets.  Each of the Company and the  Subsidiaries has
                 ---------------
good and marketable title to all real and personal  property owned by it that is
material to the business of the Company and the Subsidiaries,  in each case free
and clear of all liens and encumbrances,  except those, if any, disclosed in the
Financial  Statements  or 2005  10-KSB or  incurred  in the  ordinary  course of
business  consistent  with past practice.  Any real property and facilities held
under  lease by the  Company  or the  Subsidiaries  are held by it or them under
valid, subsisting and enforceable leases (subject to laws of general application
relating  to  bankruptcy,  insolvency,  reorganization,  or other  similar  laws
affecting  creditors' rights generally and other equitable  remedies) with which
the Company and the Subsidiaries are in compliance in all material respects.

            3.15 Labor Relations.  No labor or employment  dispute exists or, to
                 ---------------
the knowledge of the Company, is imminent or threatened,  with respect to any of
the employees or consultants of the Company that  constitutes or will constitute
a Material Adverse Effect.

            3.16  Intellectual  Property.  The Company is the sole and exclusive
                  ----------------------
owner of, or has the  exclusive  right to use, all right,  title and interest in
and to all material  foreign and domestic  patents,  patent rights,  trademarks,
service marks, trade names,  brands,  copyrights  (whether or not registered and
including pending applications for registration) and other proprietary rights or
information,  owned or used by the Company, including the patent application for
Universal  Recallable,  Erasable,  Secure and Timed Delivery  Email,  Serial No.
10/827,199 and the service mark for the word  "BigString",  Serial No.  78336856
(collectively,  the "Rights"), and in and to each material invention,  software,
trade secret, and technology used by the Company or any of the Subsidiaries (the
Rights and such other items, the "Intellectual Property"), and, to the Company's
knowledge, the Company owns and has the right to use the same, free and clear of
any claim or conflict  with the rights of others  (subject to the  provisions of
any applicable license agreement). Except as set forth on Schedule 2-3.16 to the
                                                          ---------------
Disclosure Schedule,  there have been no claims made, or to the knowledge of the
Company,  pending  claims,  against  the  Company  or any  of  the  Subsidiaries
asserting the  invalidity,  abuse,  misuse,  or  unenforceability  of any of the
Intellectual  Property or conflict of the Intellectual  Property with the rights
of others, and, to the Company's knowledge,  there are no reasonable grounds for
any such claims.

            3.17  Subsidiaries;  Joint  Ventures.  Except  for the  Subsidiaries
                  ------------------------------
listed on  Schedule  2-3.17  to the  Disclosure  Schedule,  the  Company  has no
           ----------------
subsidiaries and (i) does not otherwise own or control,  directly or indirectly,
any  other  Person  and  (ii)  does  not  hold  equity  interests,  directly  or
indirectly,  in any other  Person.  Except as described in the 2005 10-KSB,  the
Company  is not a  participant  in any joint  venture,  partnership,  or similar
arrangement material to the business of the Company and its Subsidiaries.

            3.18 Taxes.  The Company and each of the  Subsidiaries has filed (or
                 -----
has had filed on its behalf), will timely file or will cause to be timely filed,
or has timely  filed for an  extension  of the time to file,  all  material  Tax
Returns (as defined below)  required by applicable law to be filed by it or them
prior to or as of the date  hereof,  and such Tax Returns are, or will be

                                       8
<PAGE>

at the time of filing, true, correct and complete in all material respects. Each
of the Company and the Subsidiaries has paid (or has had paid on its behalf) or,
where payment is not yet due, has  established  (or has had  established  on its
behalf and for its sole benefit and  recourse) or will  establish or cause to be
established  in accordance  with United  States  generally  accepted  accounting
principles on or before the date hereof an adequate  accrual for the payment of,
all  material  Taxes (as defined  below) due with  respect to any period  ending
prior  to or as of the  date  hereof.  "Taxes"  shall  mean  any and all  taxes,
charges,  fees, levies or other assessments,  including income,  gross receipts,
excise,  real  or  personal  property,  sales,  withholding,   social  security,
retirement,  unemployment,  occupation,  use, goods and services, license, value
added, capital, net worth, payroll, profits,  franchise,  transfer and recording
taxes,  fees and charges,  and any other taxes,  assessment  or similar  charges
imposed by the Internal Revenue Service or any taxing authority  (whether state,
county, local or foreign) (each, a "Taxing Authority"),  including any interest,
fines,  penalties or additional amounts attributable to or imposed upon any such
taxes or  other  assessments.  "Tax  Return"  shall  mean  any  report,  return,
document,  declaration or other information or filing required to be supplied to
any Taxing Authority,  including information returns, any documents with respect
to accompanying  payments of estimated Taxes, or with respect to or accompanying
requests  for  extensions  of time in which to file  any  such  return,  report,
document,  declaration or other information.  There are no claims or assessments
pending against the Company or any of the  Subsidiaries for any material alleged
deficiency in any Tax, and neither the Company nor any of the  Subsidiaries  has
been  notified in writing of any  material  proposed  Tax claims or  assessments
against the Company or any of the Subsidiaries.  No Tax Return of the Company or
any of the Subsidiaries is or has been the subject of an examination by a Taxing
Authority.  Each of the  Company and the  Subsidiaries  has  withheld  from each
payment made to any of its past or present  employees,  officers and  directors,
and any other  person,  the amount of all  material  Taxes and other  deductions
required  to be  withheld  therefrom  and  paid the  same to the  proper  Taxing
Authority within the time required by law.

            3.19 Pensions and Benefits.
                 ---------------------

               (a) Schedule 2-3.19(a) to the Disclosure Schedule contains a true
                   ------------------
and complete list of each "employee  benefit plan" within the meaning of Section
3(3) of the United States  Employee  Retirement  Income Security Act of 1974, as
amended ("ERISA"), including, without limitation, multiemployer plans within the
meaning of Section 3(37) of ERISA,  and all retirement,  profit  sharing,  stock
option,  stock  bonus,  stock  purchase,  severance,  fringe  benefit,  deferred
compensation,  and other employee  benefit  programs,  plans,  or  arrangements,
whether  or not  subject  to  ERISA,  under  which  (i) any  current  or  former
directors,  officers, employees or consultants of the Company has any present or
future  right  to  benefits  and  which  are  contributed  to,  sponsored  by or
maintained by the Company or any of the Subsidiaries, or (ii) the Company or any
of the  Subsidiaries  has any present or future  liability.  All such  programs,
plans, or arrangements shall be collectively referred to as the "Company Plans."
Each Company Plan is included as part of or specifically  identified in the 2005
10-KSB to the  extent  required  by the rules and  regulations  of the SEC as in
effect at the time of filing.

               (b) (i) Each Company Plan has been  established and  administered
in all material respects in accordance with its terms and in compliance with the
applicable  provisions of ERISA,  the Internal  Revenue Code of 1986, as amended
(the  "Code"),  and other  applicable  laws,  rules and  regulations;  (ii) each
Company  Plan which is  intended to be  qualified

                                       9
<PAGE>

within  the  meaning  of  Section  401(a)  of the Code is so  qualified  and has
received  a  favorable  determination  letter  as to  its  qualification  (or if
maintained  pursuant to a prototype form of instrument  the sponsor  thereof has
received  a  favorable  opinion  letter  as to  its  qualification),  and to the
Company's  knowledge nothing has occurred,  whether by action or failure to act,
that could reasonably be expected to cause the loss of such  qualification;  and
(iii) no  Company  Plan  provides  retiree  health  or life  insurance  benefits
(whether or not insured),  and neither the Company nor the Subsidiaries have any
obligations to provide any such retiree benefits other than as required pursuant
to Section 4980B of the Code or other applicable law.

               (c) No  Company  Plan is a  "multiemployer  plan" as  defined  in
Section  4001(a)(3)  of  ERISA)  or  a  plan  subject  to  the  minimum  funding
requirements  of Section  302 or ERISA or Section 412 of the Code or Title IV of
ERISA,  and  neither  the  Company,  the  Subsidiaries,  nor any member of their
Controlled  Group has any  liability  or  obligation  in  respect  of,  any such
multiemployer  plan  or  plan.  With  respect  to any  Company  Plan  and to the
Company's knowledge,  (i) no actions, suits or claims (other than routine claims
for  benefits in the  ordinary  course) are pending or  threatened,  and (ii) no
administrative  investigation,  audit or other administrative  proceeding by the
Department of Labor,  the Pension  Benefit  Guaranty  Corporation,  the Internal
Revenue  Service or other  governmental  agencies are pending,  threatened or in
progress.

            3.20 Private Placement;  Communications with Purchasers. Neither the
                 --------------------------------------------------
Company  nor any person  acting on the  Company's  behalf has sold or offered to
sell or  solicited  any offer to buy the  Shares,  Warrants,  Warrant  Shares or
Conversion  Shares by means of any form of general  solicitation or advertising.
None of the  Company,  its  Affiliates  and any person  acting on the  Company's
behalf has, directly or indirectly,  at any time within the past six (6) months,
made any offer or sale of any security or  solicitation  of any offer to buy any
security under  circumstances  that would (i) eliminate the  availability of the
exemption from  registration  under Regulation D, or other exemption,  under the
Securities Act in connection with the sale or issuance of the Shares, Conversion
Shares, Warrants or Warrant Shares as contemplated hereby or by the terms of the
Transaction  Documents  or (ii) cause the  offering  or  issuance of the Shares,
Conversion Shares,  Warrants or Warrant Shares pursuant to this Agreement or any
of the  Transaction  Documents  to be  integrated  with prior  offerings  by the
Company for purposes of any applicable law,  regulation or stockholder  approval
provisions in a manner that would  eliminate the  availability  of the exemption
described in the  immediately  preceding  clause (i) or require any  stockholder
approval.

            3.21 Regulatory  Matters.  None of the Company and the  Subsidiaries
                 -------------------
is, or is an  Affiliate  of, or  following  the receipt of the  proceeds of this
offering will be, an "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended.  None of the Company and the  Subsidiaries is a
United  States  real  property  holding  corporation  within the  meaning of the
Foreign Investment in Real Property Tax Act of 1980.

            3.22 Material Changes. Except as set forth on Schedule 2-3.22 to the
                 ----------------                         ---------------
Disclosure  Schedule,  since  December 31, 2005,  the Company has  conducted its
business only in the ordinary course,  consistent with past practice,  and since
such date  there has not  occurred:  (i) a  Material  Adverse  Effect;  (ii) any
amendments or changes in the charter  documents or by-laws of the Company or the
Subsidiaries  other than the filing of the  Certificate of  Designations;  (iii)

                                       10
<PAGE>

any: (A) incurrence,  assumption or guarantee by the Company or the Subsidiaries
of any debt for  borrowed  money  other than (1)  equipment  leases  made in the
ordinary  course of  business,  consistent  with past  practice and (2) any such
incurrence,  assumption  or  guarantee  with  respect to an amount of $25,000 or
less; (B) issuance or sale of any securities  convertible  into or  exchangeable
for securities of the Company other than to directors, employees and consultants
pursuant to existing equity compensation or stock purchase plans of the Company;
(C)  issuance or sale of options or other  rights to acquire from the Company or
the  Subsidiaries,  directly  or  indirectly,  securities  of the Company or any
securities convertible into or exchangeable for any such securities,  other than
options issued to directors, employees and consultants in the ordinary course of
business, consistent with past practice; (D) issuance or sale of any stock, bond
or other corporate  security other than to directors,  employees and consultants
pursuant to existing equity compensation or stock purchase plans of the Company;
(E)  declaration or making of any payment or  distribution  to  stockholders  or
purchase or redemption of any share of its capital stock or other security other
than  to or  from  directors,  officers  and  employees  of the  Company  or the
Subsidiaries as compensation for or in connection with services  rendered to the
Company or the  Subsidiaries  (as applicable) or for  reimbursement  of expenses
incurred on behalf of the Company or the Subsidiaries (as applicable); (F) sale,
assignment  or transfer of any of its  intangible  assets except in the ordinary
course of business,  consistent with past practice,  or cancellation of any debt
or claim  except  in the  ordinary  course  of  business,  consistent  with past
practice;  (G) waiver of any right of  substantial  value  whether or not in the
ordinary course of business; (H) material change in officer compensation, except
in the ordinary  course of business and consistent  with past  practice;  or (I)
other commitment (contingent or otherwise) to do any of the foregoing;  (iv) any
creation,  sufferance or assumption by the Company or any of the Subsidiaries of
any lien on any asset or any making of any loan, advance or capital contribution
to or investment  in any Person,  in an aggregate  amount which exceeds  $25,000
outstanding  at any time;  (v) any entry  into,  amendment  of,  relinquishment,
termination or non-renewal  by the Company or the  Subsidiaries  of any material
contract, license, lease, transaction,  commitment or other right or obligation,
other than in the ordinary course of business, consistent with past practice; or
(vi) any transfer or grant of a right with respect to the Intellectual  Property
Rights owned or licensed by the Company or the Subsidiaries, except as among the
Company and the Subsidiaries.

            3.23 Regulatory  Permits.  The Company and the Subsidiaries  possess
                 -------------------
all  certificates,   approvals,   authorizations   and  permits  issued  by  the
appropriate federal, state, local or foreign regulatory authorities necessary to
conduct  their  businesses  as described  in the 2005  10-KSB,  except where the
failure to possess such permits does not  constitute a Material  Adverse  Effect
(the "Material Permits"), and the Company has not received any written notice of
proceedings  relating to the revocation or modification of any Material  Permits
except as described in the 2005 10-KSB.

            3.24 Transactions with Affiliates and Employees. Except as set forth
                 ------------------------------------------
in the 2005 10-KSB, none of the officers or directors of the Company and, to the
knowledge of the Company,  none of the employees of the Company,  is presently a
party to any  transaction or agreement with the Company (other than for services
as employees, officers and directors) exceeding $60,000, including any contract,
agreement or other  arrangement  providing for the

                                       11
<PAGE>

furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such  employee or, to the  knowledge  of the Company,  any entity in
which any officer,  director, or any such employee has a substantial interest or
is an officer, director, trustee or partner.

            3.25  Insurance.  The  Company and the  Subsidiaries  are insured by
                  ---------
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and  customary  for the business in which the
Company and the Subsidiaries  are engaged.  The Company has no reason to believe
that it will not be able to renew existing insurance coverage for itself and the
Subsidiaries  as and when such coverage  expires or to obtain  similar  coverage
from similar insurers as may be necessary or appropriate to continue business.

            3.26 Solvency.  Based on the consolidated financial condition of the
                 --------
Company and the Subsidiaries as of the date hereof,  (i) the fair saleable value
of the Company's  assets  exceeds the amount that will be required to be paid on
or in respect of the Company's  existing debts and other liabilities  (including
known and contingent  liabilities) as they mature;  (ii) the Company's assets do
not  constitute  unreasonably  small  capital to carry on its  business  for the
current fiscal year as now conducted and as proposed to be conducted,  including
its capital needs taking into account the particular capital requirements of the
business  conducted by the Company,  projected capital  requirements and capital
availability  thereof; and (iii) the current cash flow of the Company,  together
with the proceeds  the Company  would  receive  were it to liquidate  all of its
assets,  after taking into account all  anticipated  uses of the cash,  would be
sufficient  to pay all  amounts on or in respect of its debts when such  amounts
are  required to be paid.  The Company has no present  intention  to incur debts
beyond its ability to pay such debts as they  mature  (taking  into  account the
timing and amounts of cash to be payable on or in respect of its debt).

            3.27 Internal Accounting  Controls.  Except as disclosed in the 2005
                 -----------------------------
10-KSB,  the  Company  maintains  a  system  of  internal   accounting  controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance  with   management's   general  or  specific   authorizations,   (ii)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements  in  conformity  with United  States  generally  accepted  accounting
principles  and to  maintain  asset  accountability,  (iii)  access to assets is
permitted   only  in   accordance   with   management's   general  or   specific
authorizations, (iv) the recorded accountability for assets is compared with the
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences,  and (v) the Company is otherwise in compliance with
the  Securities  Act,  the  Exchange  Act and all other  rules  and  regulations
promulgated by the SEC and  applicable to the Company,  including such rules and
regulations to implement the Sarbanes-Oxley Act of 2002, as amended.

            3.28 Disclosure. All disclosure provided to the Purchasers regarding
                 ----------
the Company, its business and the transactions  contemplated  hereby,  including
the Schedules to this Agreement furnished by or on behalf of the Company,  taken
as a whole is true and  correct and does not  contain  any untrue  statement  of
material fact or omit to state any material fact  necessary in order to make the
statements made therein, in the light of the circumstances under which they

                                       12
<PAGE>

were made, not misleading.  No event or circumstance has occurred or information
exists with respect to the Company or the Subsidiaries or its or their business,
properties,   prospects,   operations  or  financial  conditions,  which,  under
applicable law, rule or regulation,  requires public  disclosure or announcement
by the Company but which has not been so publicly  announced or  disclosed.  The
Company  acknowledges  and  agrees  that no  Purchaser  makes  or has  made  any
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in Section 4.

         4.  Representations  and Warranties of the  Purchasers.  Each Purchaser
             --------------------------------------------------
represents  and  warrants,  severally  (as to itself)  and not  jointly,  to the
Company as follows:

            4.1 Authorization.  All action on the part of such Purchaser and, if
                -------------
applicable,  its officers,  directors,  managers,  members,  shareholders and/or
partners necessary for the authorization, execution, delivery and performance of
this Agreement and the Registration  Rights  Agreement,  and the consummation of
the transactions  contemplated herein and therein, has been taken. When executed
and delivered, each of this Agreement and the Registration Rights Agreement will
constitute  the  legal,   valid  and  binding   obligation  of  such  Purchaser,
enforceable  against such Purchaser in accordance with its terms, except as such
may be limited by bankruptcy, insolvency, reorganization or other laws affecting
creditors' rights generally and by general equitable principles.  Such Purchaser
has all requisite  power and authority to enter into each of this  Agreement and
the Registration Rights Agreement,  and to carry out and perform its obligations
under the terms of hereof and thereof.

            4.2 Purchase  Entirely for Own Account.  Such Purchaser is acquiring
                ----------------------------------
the Shares and the  Warrants  for its own  account  for  investment  and not for
resale or with a view to  distribution  thereof in violation  of the  Securities
Act.

            4.3 Investor Status; Etc. Such Purchaser certifies and represents to
                --------------------
the Company that it is an  institutional  "Accredited  Investor" as such term is
defined in Rule 501 of Regulation D promulgated under the Securities Act and was
not organized for the purpose of acquiring any of the Shares, Conversion Shares,
Warrants or Warrant Shares. Such Purchaser's financial condition is such that it
is able to bear the risk of holding the Shares for an indefinite  period of time
and the risk of loss of its entire  investment.  Such  Purchaser has  sufficient
knowledge and experience in investing in companies  similar to the Company so as
to be able to evaluate the risks and merits of its investment in the Company.

            4.4 Securities Not Registered.  Such Purchaser  understands that the
                -------------------------
Shares,  Conversion Shares, Warrants and Warrant Shares have not been registered
under the  Securities  Act,  by reason of their  issuance  by the  Company  in a
transaction exempt from the registration requirements of the Securities Act, and
that the Shares, Conversion Shares, Warrants and Warrant Shares must continue to
be held by such Purchaser unless a subsequent  disposition thereof is registered
under the  Securities  Act,  including  pursuant to the  registration  statement
required  under  the  Registration  Rights  Agreement,  or is  exempt  from such
registration.  Such Purchaser  understands that the exemptions from registration
afforded by Rule 144 (the provisions of which are known to it) promulgated under
the Securities Act depend on the satisfaction of various  conditions,  and that,
if applicable, Rule 144 may afford the basis for sales only in limited amounts.

                                       13
<PAGE>
            4.5 No Conflict.  The execution  and delivery of this  Agreement and
                -----------
the Registration Rights Agreement by such Purchaser, and the consummation of the
transactions  contemplated hereby and thereby,  will not conflict with or result
in any  violation  of or default by such  Purchaser  (with or without  notice or
lapse  of  time,  or  both)  under,  or give  rise to a  right  of  termination,
cancellation  or  acceleration  of any  obligation  or to a loss  of a  material
benefit  under (i) the  organizational  documents of such  Purchaser or (ii) any
agreement or instrument,  permit, franchise,  license, judgment, order, statute,
law, ordinance, rule or regulations, applicable to such Purchaser.


            4.6  Brokers.  Such  Purchaser  has not  retained,  utilized or been
                 -------
represented  by any  broker  or  finder  in  connection  with  the  transactions
contemplated by this Agreement.

            4.7 Consents.  All consents,  approvals,  orders and  authorizations
                --------
required  on the  part of such  Purchaser  in  connection  with  the  execution,
delivery  or  performance  of  this  Agreement  and  the   consummation  of  the
transactions  contemplated herein have been obtained and are effective as of the
date hereof.

            4.8 Regulatory  Permits.  Such Purchaser  possess all  certificates,
                -------------------
approvals,  authorizations and permits issued by the appropriate federal, state,
local or foreign  regulatory  authorities  necessary for Purchaser to enter into
this Agreement and the consummate the transactions contemplated herein.

            4.9  Disclosure  of  Information.  Such  Purchaser  believes  it has
                 ---------------------------
received all the information it considers  necessary or appropriate for deciding
whether  to  purchase  the  Shares  and the  Warrants.  Such  Purchaser  further
represents  that it has had an opportunity to ask questions and receive  answers
from the  Company  regarding  the terms and  conditions  of the  offering of the
Shares and the Warrants and the  business,  properties,  prospects and financial
condition of the Company.

         5. Conditions Precedent.
            --------------------

            5.1.  Conditions to the  Obligation of the  Purchasers to Consummate
                  --------------------------------------------------------------
the Closing.  The  obligation of each Purchaser to consummate the Closing and to
-----------
purchase  and  pay  for the  Shares  to be  purchased  by it is  subject  to the
satisfaction  (or  waiver  by  such  Purchaser)  of  the  following   conditions
precedent:

               (a) The  representations  and warranties of the Company contained
herein  shall be true and  correct on and as of the date hereof and on and as of
the  Closing  Date.  The  Company  shall have  performed  or  complied  with all
obligations  and conditions  herein required to be performed or complied with by
the Company on or prior to the Closing.

               (b) No proceeding  challenging  this Agreement or the Transaction
Documents,  or the transactions  contemplated  hereby or thereby,  or seeking to
prohibit,  alter,  prevent  or  materially  delay the  Closing,  shall have been
instituted before any court, arbitrator or governmental body, agency or official
or shall be pending against or involving the Company.

                                       14
<PAGE>

               (c)  This  Agreement  and  the  Transaction  Documents,  and  the
transactions  contemplated  hereby and thereby,  shall not be  prohibited by any
law, rule, governmental order or regulation. All necessary consents,  approvals,
licenses, permits, orders and authorizations of, or registrations,  declarations
and filings with, any  governmental or  administrative  agency or of or with any
other Person with  respect to any of the  transactions  contemplated  hereby and
thereby  shall  have been duly  obtained  or made and shall be in full force and
effect.

               (d) All instruments  and corporate  proceedings of the Company in
connection  with  the  transactions  contemplated  by  this  Agreement  and  the
Transaction  Documents  shall  be  satisfactory  in form and  substance  to such
Purchaser, and such Purchaser shall have received copies (executed or certified,
as may be  appropriate) of all documents which any Purchaser may have reasonably
requested in connection with such transactions.

               (e) Such Purchaser shall have received from Giordano,  Halleran &
Ciesla,  P.C.,  outside  counsel to the  Company,  an opinion  addressed to such
Purchaser,  dated the Closing  Date and  substantially  in the form of Exhibit D
                                                                       ---------
hereto.

               (f) The  Registration  Rights  Agreement shall have been executed
and delivered to such Purchaser by the Company.

               (g) Such  Purchaser  shall  have  received  from the  Company  an
original Series A Preferred Stock certificate and an original  Warrant,  in each
case for the number of Shares and the  number of Warrant  Shares,  respectively,
set forth opposite such Purchaser's name on Schedule 1 hereto.
                                            ----------

               (h) The  Company  shall  have  delivered,  in form and  substance
satisfactory to such Purchaser,  a certificate dated the Closing Date and signed
by the  secretary  or another  appropriate  executive  officer  of the  Company,
certifying (i) that attached  copies of the  Certificate of  Incorporation,  the
By-Laws and resolutions of the Board  approving this Agreement,  the Transaction
Documents and the transactions  contemplated  hereby and thereby,  are all true,
complete  and correct and remain in full force and effect as of the date hereof,
and (ii) as to the  incumbency  and  specimen  signature  of each officer of the
Company  executing  this  Agreement,  the  Transaction  Documents  and any other
document delivered in connection herewith on behalf of the Company.

               (i) The Company shall deliver to such Purchaser, a certificate in
form and substance  satisfactory to such  Purchaser,  dated the Closing Date and
signed  by the  Company's  chief  executive  officer,  certifying  that  (i) the
representations  and warranties of the Company contained in Section 3 hereof are
                                                            ---------
true and correct in all  respects  on the Closing  Date and (ii) the Company has
performed and complied with all of the  agreements  and  conditions set forth or
contemplated  herein that are required to be  performed or complied  with by the
Company on or before the Closing.

            5.2.  Conditions to the  Obligation of the Company to Consummate the
                  --------------------------------------------------------------
Closing.  The  obligation of the Company to consummate  the Closing and to issue
-------
and  sell  the  Shares  to each  Purchaser  at the  Closing  is  subject  to the
satisfaction of the following conditions precedent:

                                       15
<PAGE>

               (a)  The   representations   and  warranties  of  the  Purchasers
contained herein shall be true and correct in all respects on and as of the date
hereof and on and as of the Closing Date.

               (b) The  Registration  Rights  Agreement shall have been executed
and delivered by the Purchasers.

               (c) The  Purchasers  shall have  performed  all  obligations  and
conditions herein required to be performed or complied with by the Purchasers on
or prior to the Closing.

               (d) No proceeding  challenging  this Agreement or the Transaction
Documents,  or the transactions  contemplated  hereby or thereby,  or seeking to
prohibit,  alter,  prevent  or  materially  delay the  Closing,  shall have been
instituted before any court, arbitrator or governmental body, agency or official
or shall be pending against or involving such Purchaser.

               (e)  This  Agreement  and  the  Transaction  Documents,  and  the
transactions  contemplated  hereby and thereby,  shall not be  prohibited by any
law, rule, governmental order or regulation. All necessary consents,  approvals,
licenses, permits, orders and authorizations of, or registrations,  declarations
and filings with, any  governmental or  administrative  agency or of or with any
other Person with  respect to any of the  transactions  contemplated  hereby and
thereby  shall  have been duly  obtained  or made and shall be in full force and
effect.

               (f) All instruments and corporate  proceedings in connection with
the transactions contemplated by this Agreement to be consummated at the Closing
shall be  satisfactory  in form and  substance to the  Company,  and the Company
shall have received counterpart  originals,  or certified or other copies of all
documents,   including,  without  limitation,  records  of  corporate  or  other
proceedings, which it may have reasonably requested in connection therewith.

         6. Certain Covenants and Agreements.
            --------------------------------

            6.1. Transfer of Securities.  Each Purchaser agrees severally (as to
                 ----------------------
itself only) and not jointly that it shall not sell, assign, pledge, transfer or
otherwise dispose of or encumber any of the Shares,  Conversion Shares, Warrants
or Warrant Shares,  except (i) pursuant to an effective  registration  statement
under the Securities  Act,  including  such as required  under the  Registration
Rights  Agreement,  (ii) to an Affiliate (so long as such Affiliate agrees to be
bound by the terms and  provisions  of this  Agreement as if, and to the fullest
extent as, such  Purchaser),  or (iii)  pursuant to an available  exemption from
registration  under the Securities Act (including  sales  permitted  pursuant to
Rule 144) and applicable state  securities laws and, if reasonably  requested by
the Company in the case of this clause (iii), upon delivery by such Purchaser of
either an opinion of counsel of such Purchaser  reasonably  satisfactory  to the
Company to the effect  that the  proposed  transfer  is exempt  from or does not
require  registration  under the Securities Act and

                                       16
<PAGE>

applicable state  securities laws or a  representation  letter of such Purchaser
reasonably  satisfactory  to the  Company  setting  forth a  factual  basis  for
concluding  that  such  proposed  transfer  is exempt  from or does not  require
registration  under the  Securities Act and applicable  state  securities  laws;
provided,  however,  it is agreed that the Company will not require  opinions of
counsel  for  transactions   made  pursuant  to  Rule  144,  except  in  unusual
circumstances.  Any transfer or purported transfer of the Shares in violation of
this Section 6.1 shall be void.  The Company  shall not register any transfer of
     -----------
the Shares in  violation  of this Section 6.1. The Company may, and may instruct
                                  -----------
any transfer agent for the Company, to place such stop transfer orders as may be
required on the transfer books of the Company in order to ensure compliance with
the provisions of this Section 6.1.
                       -----------

            6.2. Legends.
                 -------

               (a) To the extent applicable,  each certificate or other document
evidencing  the Shares,  the  Conversion  Shares and the Warrant Shares shall be
endorsed with the legend set forth below,  and each  Purchaser  covenants  that,
except to the extent such  restrictions are waived by the Company,  it shall not
transfer the shares  represented by any such certificate  without complying with
the  restrictions  on  transfer  described  in this  Agreement  and the  legends
endorsed on such certificate:

       "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
       REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
       NOT  BE  OFFERED  OR  SOLD  IN  THE   ABSENCE  OF  AN   EFFECTIVE
       REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE
       EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  REGISTRATION
       UNDER SAID ACT."

               (b) The legend set forth in Section  6.2(a) shall be removed from
                                           ---------------
the certificates  evidencing the Shares,  the Conversion  Shares and the Warrant
Shares,  (i) in connection  with any sale of such Shares,  Conversion  Shares or
Warrant  Shares  pursuant to Rule 144 or any effective  registration  statement,
including such as required under the Registration  Rights Agreement,  or (ii) if
such  Shares,  Conversion  Shares or Warrant  Shares are eligible for sale under
Rule 144(k) (and the holder of such Shares,  Conversion Shares or Warrant Shares
or has submitted a written request for removal of the legend indicating that the
holder has complied with the  applicable  provisions of Rule 144(k)) or (iii) if
such legend is not required under applicable  requirements of the Securities Act
(including  interpretations  and pronouncements  issued by the Staff of the SEC)
(and the  holder  of such  Shares,  Conversion  Shares  or  Warrant  Shares  has
submitted  a written  request  for  removal of the legend  indicating  that such
legend is not required  under  applicable  requirements  of the  Securities  Act
(including  such  interpretations  and   pronouncements))   and,  if  reasonably
requested by the Company,  the Company has received from Purchaser's  counsel an
opinion, in such form as is reasonably  satisfactory to Company's counsel,  that
such legend is not so required.  The Company  shall cause its counsel to issue a
legal opinion to the Company's  transfer agent,  if required,  promptly upon the
occurrence  of any of the events in clauses  (i),  (ii) or (iii) above to effect
the removal of the legend on certificates  evidencing the Shares, the Conversion
Shares or the  Warrant  Shares  and shall  also  cause  its  counsel  to issue a
"blanket" legal opinion to the Company's  transfer agent, if required,  promptly
after  the  effective  date of any  registration  statement,  including  such as
required under the  Registration  Rights  Agreement,  covering the resale of the
Shares,  any  Conversion  Shares  or  Warrant  Shares  to  allow  sales  without
restriction pursuant to such registration statement.  The Company agrees that at
such time as such legend is no longer  required  under this Section  6.2(b),
                                                            ---------------

                                       17
<PAGE>

it will,  no later than four (4)  Business  Days  following  the  delivery  by a
Purchaser  to the  Company  or the  Company's  transfer  agent of a  certificate
representing  the  Shares,  Conversion  Shares or Warrant  Shares  issued with a
restrictive  legend,  deliver  or  cause to be  delivered  to such  Purchaser  a
certificate  representing such Shares,  Conversion Shares or Warrant Shares that
is free from all  restrictive  and other  legends;  provided that in the case of
removal of the legend in connection with a sale pursuant to Rule 144, the holder
of such  Shares,  Conversion  Shares or Warrant  Shares has  submitted a written
request for removal of the legend  indicating  that the holder has complied with
the applicable  provisions of Rule 144. The Company may not make any notation on
its records or give  instructions  to any  transfer  agent of the  Company  that
enlarge the restrictions on transfer set forth in this Section.

            6.3  Publicity.  Except to the extent  required by applicable  laws,
                 ---------
rules,  regulations  or stock  exchange  requirements,  the  Company  shall not,
without the prior written consent of each of the Purchasers, disclose or publish
the name of such Purchaser in any press release or public  announcement.  Except
to the extent required by applicable laws, rules,  regulations or stock exchange
requirements, each of the Purchasers and their Affiliates shall not, without the
written  consent of the Company make any public  announcement or issue any press
release with respect to the  transactions  contemplated by this  Agreement.  The
parties agree that the Company shall issue a press  release  promptly  following
(and in no event more than one Business Day after) the Closing and, on or before
9:30 a.m.,  New York time,  on the first  trading day following the Closing Date
describing the terms of the transactions  contemplated by this Agreement and the
Transaction  Documents,  and shall  file such  press  release  under  cover of a
Current  Report on Form 8-K,  attaching  such  press  release  and the  material
transaction  documents  (including,  without limitation,  this Agreement and the
Registration  Rights  Agreement)  as  exhibits  to such  filing  (including  all
attachments,  the "8-K Filing"). The Company represents and warrants that, as of
the effective  date of the Mandatory  Registration  Statement (as defined in the
Registration  Rights  Agreement),  no  Purchaser  will be in  possession  of any
material,   nonpublic   information  received  from  the  Company,  any  of  its
Subsidiaries  or any of  their  respective  officers,  directors,  employees  or
representatives,   and  understands   that  the  Purchasers  may  rely  on  such
representation   and  warranty  in  effecting   transactions  in  the  Company's
securities.  From and after the 8-K Filing,  notwithstanding the Company's offer
to disclose and discuss material non-public information with each Purchaser upon
such  Purchaser's   entering  into  a  mutually   satisfactory   confidentiality
agreement,  unless  otherwise  expressly  agreed or  consented  to in writing in
advance by such  Purchaser,  the Company  shall not, and shall cause each of its
Subsidiaries  and its and  each  of  their  respective  officers,  directors  or
employees not to, provide such Purchaser with any material nonpublic information
regarding  the  Company or any of its  Subsidiaries;  provided  that the Company
shall not be deemed in breach of the  foregoing as a result of (x) providing any
information  to such Purchaser as a result of such  Purchaser's  exercise of its
inspection  rights  under  Section 6.9 hereof or under the  Registration  Rights
                           -----------
Agreement  or (y) the  Company  providing  a notice of a  Suspension  Period (as
defined  in  the   Registration   Rights   Agreement)   and  the  other  related
certifications in accordance with the Registration Rights Agreement.

            6.4 Filing of Information.  The Company covenants to timely file (or
                ---------------------
obtain  extensions  in respect  thereof  and file  within the  applicable  grace
period)  all  reports  required  to be  filed  by the  Company  pursuant  to all
applicable  securities  laws,  including the Exchange  Act. The Company  further
covenants  that it will  take such  further  action  as any  holder  of  Shares,

                                       18
<PAGE>

Conversion  Shares and  Warrant  Shares may  reasonably  request to satisfy  the
provisions  of Rule 144  applicable  to the  issuer of  securities  relating  to
transactions for the sale of securities pursuant to Rule 144.

            6.5 Use of Proceeds.  The Company intends that the proceeds from the
                ---------------
sale of the Shares  shall be used by the Company to (i) pay the  Company's  fees
and  expenses  incurred  in  connection  with this  offering  and (ii) for other
general corporate and working capital purposes.

            6.6  Integration.  The  Company  shall not  sell,  offer for sale or
                 -----------
solicit  offers to buy or  otherwise  negotiate  in respect of any  security (as
defined in Section 2 of the  Securities  Act) that would be integrated  with the
offer or sale of the Shares in a manner  that  would  require  the  registration
under  the  Securities  Act of the sale of the  Shares  or the  issuance  of the
Warrants pursuant hereto.

            6.7 Reservation of Common Stock for Issuance; Listing of Shares. The
                -----------------------------------------------------------
Company  agrees to  reserve  from its duly  authorized  capital  stock the total
number of shares of Common Stock  issuable  upon the  conversion  in full of the
Conversion  Shares and upon the  exercise in full of the  Warrants.  The Company
agrees that at any time,  if and when its shares of Common Stock are listed on a
national securities exchange or admitted for quotation on any national automated
quotation  system,  it will use reasonable  efforts to promptly list and qualify
the  Warrant  Shares and  Conversion  Shares for  trading  on such  exchange  or
quotation on such system.

            6.8 Required Approvals. As promptly as practicable after the date of
                ------------------
this  Agreement,  the Company shall make, or cause to be made,  all filings with
any  governmental  or  administrative  agency or any other  Person  necessary to
consummate the transactions contemplated hereby.

            6.9 Inspection  Rights.  Each Purchaser,  or any officer,  employee,
                ------------------
agent or representative  thereof,  shall have the right to visit and inspect any
of the  properties  of the  Company or any of its  Subsidiaries,  to discuss the
affairs,  finances,  accounts  and  operations  of  the  Company  or  any of its
Subsidiaries with their respective  officers,  directors,  employees,  agents or
representatives,  and to  review  and copy  such  information  as is  reasonably
requested from time to time.

            6.10 Purchasers' Right of First Offer in Subsequent Financings.
                 ---------------------------------------------------------

               (a) Subject to applicable  securities laws, following the Closing
and prior to a Qualified Public  Offering,  the Company shall not, and shall not
agree to, issue,  sell or exchange any Equity Securities (as defined below) in a
financing  transaction  (any  transaction  other than the excluded  transactions
described in subsection (b) below being deemed to be a financing transaction) (a
"Financing"),  unless the Company  shall have first  complied  with this Section
                                                                         -------
6.10. The Company shall deliver to each Purchaser a written notice (the "Offer")
----
of  any  proposed  or  intended  Financing  and  offer  to  the  Purchasers  the
opportunity,  but not the  obligation,  to participate in up to a portion of the
Financing  determined,  in  aggregate,  by  multiplying  the total amount of the
Financing by a fraction,  the  numerator of which is (i) the number of shares of
Common  Stock  (including  Conversion  Shares and  Warrant  Shares)  held by

                                       19
<PAGE>

the Purchasers,  in aggregate,  as of the date immediately prior to the issuance
of such  Equity  Securities  (such  date  being the  "Measuring  Date")  and the
denominator  of which is (ii) the total number of Fully Diluted shares of Common
Stock  outstanding  as of  the  Measuring  Date.  The  aggregate  amount  of the
Purchasers'  participation  shall be allocated among them as they may determine.
The Offer shall describe the terms, including price and amount, of the Financing
and include a reasonably detailed  calculation of the Purchasers'  participation
right in accordance  with the foregoing.  The Purchasers  shall provide  written
notice to the Company within ten (10) Business Days from the giving of the Offer
of the  amount,  if any,  of the  Financing  as to which they intend to exercise
their  participation right as provided above. The Company shall have ninety (90)
days from the giving of the Offer to complete  the  Financing  on terms not more
materially  advantageous  to purchasers in the Financing than those described in
the Offer, and if the Purchasers' have indicated an intent to participate in the
Financing,  with the Purchasers'  prior written consent,  not to be unreasonably
withheld,  as to any  modifications  to such  terms  that  are  materially  less
favorable to purchasers in the Financing. The Company shall comply anew with the
requirements,  as to an Offer  and  otherwise,  of this  Section  6.10 as to any
                                                         -------------
Financing not completed within such period.  The term "Equity  Securities" shall
mean (i) any Common  Stock,  preferred  stock or other  equity  security  of the
Company,  (ii) any security convertible into or exercisable or exchangeable for,
with or without consideration, any Common Stock, preferred stock or other equity
security of the Company  (including  any option to purchase  such a  convertible
security),  (iii) any security  carrying any warrant or right to subscribe to or
purchase any Common Stock,  preferred stock or other equity security or (iv) any
such warrant or right.

               (b) The foregoing  right of first offer shall not apply to any of
the following:

                  (i)  Equity   Securities  issued  after  the  date  hereof  to
         employees,  officers or directors of, or consultants or advisors to the
         Company or any  subsidiary  pursuant to stock  purchase or stock option
         plans or other compensation arrangements;  provided,  however, that any
         such issuances are approved by the Board;

                  (ii)  Equity  Securities  issued or  issuable  pursuant to any
         rights or agreements,  options, warrants or convertible securities that
         are  outstanding as of the date of this Agreement or that are issued or
         granted  thereafter,  provided that the  transaction  pursuant to which
         such rights or agreements,  options, warrants or convertible securities
         are issued or granted was  conducted  in  compliance  with this Section
                                                                         -------
         6.10;
         ----

                  (iii) any  Equity  Securities  issued in  connection  with any
         stock split, stock dividend or recapitalization by the Company;

                  (iv) any Equity Securities that are issued by the Company in a
         Qualified Public Offering;

                  (v) any Equity  Securities issued in connection with bona fide
         acquisitions,  mergers or other strategic  transactions approved by the
         Board; and

                  (vi) any Equity Securities issued to any Person as a component
         of any business  relationship  with such Person primarily for (x) joint
         venture,  technology licensing or development  activities purposes, (y)
         purposes  of  distribution,  supply  or

                                       20
<PAGE>

         manufacture  of the Company's  products or services or (z) any purposes
         other than raising  capital,  the terms of which business  relationship
         are approved by the Board.

            6.11  Company  Right  of First  Refusal.  In the  event,  prior to a
                  ---------------------------------
Qualified Public Offering,  a Purchaser  proposes to sell,  assign,  transfer or
otherwise dispose of any Shares,  Conversion Shares,  Warrants or Warrant Shares
in a transaction other than (a) pursuant to an effective  registration statement
under the Securities  Act,  including  such as required  under the  Registration
Rights Agreement, (b) to an Affiliate of such Purchaser, or (c) pursuant to Rule
144 under the Securities Act, then such Purchaser shall give written notice (the
"Sale  Notice")  to the  Company  of the  proposed  transaction,  describing  in
reasonable detail the price, amount,  consideration,  timing (which shall not be
inconsistent with the provisions of the following  sentence),  identification of
the proposed acquiror and other material terms of the proposed transaction,  and
offering the Company the  opportunity,  but not the obligation,  to acquire all,
but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under
such  terms.  The  Company  may  exercise  its  purchase  right  pursuant to the
foregoing by providing a written notice to such effect to the relevant Purchaser
within five (5) Business Days from the giving of the Sale Notice,  and upon such
notice the parties shall be bound to complete the  transaction  on the terms set
forth in the Sale Notice. If the Company declines to exercise its right pursuant
to the foregoing,  including by failing to deliver an exercise notice within the
period  provided  above,  such Purchaser may complete the  transaction  with the
proposed  acquirer  within the time and otherwise on the terms  described in the
Sale Notice.

            6.12 Purchasers' Right of Co-Sale.
                 ----------------------------

               (a) In the event,  prior to a Qualified Public  Offering,  any of
Darin M.  Myman or Adam M.  Kotkin  (each,  a "Key  Person")  proposes  to sell,
assign,  transfer or otherwise dispose of any Equity Securities in a transaction
other  than (i)  pursuant  to an  effective  registration  statement  under  the
Securities  Act,  including  such as  required  under  the  Registration  Rights
Agreement, (ii) to an Affiliate of the Key Person, or (iii) pursuant to Rule 144
under the  Securities  Act, then such Key Person shall give written  notice (the
"Key  Person  Sale  Notice")  to the  Purchasers  of the  proposed  transaction,
describing in reasonable detail the price, amount, consideration,  timing (which
shall  not  be  inconsistent  with  the  provisions  of the  Purchasers'  notice
provision  below),  identification  of the proposed  acquiror and other material
terms of the proposed transaction,  and offering the Purchasers the opportunity,
but not the  obligation,  to include up to a number of their Shares,  Conversion
Shares,  Warrants or Warrant Shares in the  transaction as provided  below.  The
aggregate number of Shares,  Conversion Shares,  Warrants or Warrant Shares that
the Purchasers',  as a group, may include in the transaction shall be determined
based on their collective  holdings of the Company's Equity Securities  relative
to that of the Key  Person  (with  any  Shares,  Warrants  or  other  securities
exercisable for or convertible into Common Stock,  treated for this purpose on a
fully  exercised or converted  basis).  The aggregate  amount of the Purchasers'
participation  shall  be  allocated  among  them  as  they  may  determine.  The
Purchasers  may  exercise  their  co-sale  right  pursuant to the  foregoing  by
providing a written  notice to the Company,  within five (5) Business  Days from
the giving of the Key Person Sale Notice  specifying the aggregate  amount,  and
allocations among the Purchasers,  of the Shares, Conversion Shares, Warrants or
Warrant  Shares  that they elect to include  in the  transaction,  and upon such
notice the parties shall be bound to complete the  transaction  on the terms set
forth in such  notice  and in the Key Person  Sale  Notice.  If the  Purchasers'
decline to exercise their co-sale right pursuant to the foregoing,  including by
failing to deliver an exercise

                                       21
<PAGE>

notice  within the period  provided  above,  the Key  Person  may  complete  the
transaction  with the  proposed  acquirer  within the time and  otherwise on the
terms  described in the Key Person Sale Notice.  The Key Person may not complete
the transaction  unless the Purchasers'  co-sale right pursuant to the foregoing
are satisfied.

               (b) The co-sale right of the Purchasers set forth in this Section
                                                                         -------
6.12 shall not apply to any sale,  assignment,  transfer or other disposition of
----
any  Equity  Securities  by any Key  Person  which  (i)  individually  or in the
aggregate  for all Key  Persons,  over any twelve  consecutive  months  does not
exceed  150,000 shares of Common Stock (with any Equity  Securities  exercisable
for or  convertible  into  Common  Stock  treated  for this  purpose  on a fully
exercised or converted  basis) or (ii) is made without  consideration to the Key
Person's ancestors,  descendants,  spouse,  siblings,  nieces, or nephews, or to
trusts for the  benefit of such  persons  or the Key Person or  pertains  to the
estate of the Key  Person,  in each case for bona  fide  estate or tax  planning
purposes.

         7. Indemnification.
            ---------------

            7.1 The Company  agrees to indemnify,  defend and hold harmless each
Purchaser and its Affiliates and their respective officers,  directors,  agents,
employees,    subsidiaries,    partners,   members   and   controlling   persons
(collectively,  the "Purchaser  Indemnitees") to the fullest extent permitted by
law  from  and  against  any  and  all  claims,  losses,  liabilities,  damages,
deficiencies,  judgments,  assessments,  fines,  settlements,  costs or expenses
(including  administrative,   judicial  or  regulatory  proceedings,   interest,
penalties,  costs of investigation and reasonable fees,  disbursements and other
charges of  counsel)  (collectively,  "Losses")  based  upon,  arising out of or
otherwise  in  respect  of any  breach  by the  Company  of any  representation,
warranty, covenant or agreement of the Company contained in this Agreement or in
the Transaction Documents,  or for any Losses claimed by any broker or placement
agent in connection with the transactions contemplated hereby or thereby.

            7.2 As promptly as possible after receipt by a Purchaser  Indemnitee
under this Section 7 of notice of the threat,  assertion or  commencement of any
           ---------
claim,  action or  proceeding,  such Purchaser  Indemnitee  will, if a claim for
indemnification  in respect  thereof is to be made under this  Section 7, notify
                                                               ---------
the Company in writing of the  commencement  thereof and the Company  shall have
the right to participate in and, to the extent the Company desires, to assume at
its  expense the defense  thereof  with  counsel  mutually  satisfactory  to the
parties; provided,  however, that, the failure to notify the Company promptly of
the threat,  assertion or commencement  of any such claim,  action or proceeding
shall not relieve the Company of any liability to the Purchaser Indemnitee 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 Company.

            7.3 If any Purchaser Indemnitee shall have reasonably concluded that
there may be one or more legal defenses  available to such Purchaser  Indemnitee
party which are different from or additional to those  available to the Company,
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
                                                                  ---------
Company  shall not have the right to assume the defense of such action on behalf
of such  Purchaser

                                       22
<PAGE>

Indemnitee,  and the Company shall  reimburse such Purchaser  Indemnitee for the
fees and expenses of one separate counsel, for all Purchaser Indemnitees,  which
are  reasonably  related  to the  matters  covered  by the  indemnity  agreement
provided in this Section 7.  Subject to the  foregoing,  a Purchaser  Indmenitee
                 ---------
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.  The Company shall not be liable for
any settlement of any proceeding  effected  without its written  consent,  which
consent shall not be unreasonably  withheld.  The Company shall not, without the
prior  written  consent  of  the  relevant  Purchaser  Indemnitee,   effect  any
settlement  of any  pending  proceeding  in  respect  of  which  such  Purchaser
Indemnitee is a party, unless such settlement includes an unconditional  release
of such  Purchaser  Indemnitee  party from all  liability on claims that are the
subject matter of such proceeding.

            7.4. Limitations.
                 -----------

               (a) Time  Limit for  Certain  Claims.  The  Company  shall not be
                   --------------------------------
liable for any Losses  hereunder  arising out of a breach of  representation  or
warranty  unless a written  claim for  indemnification  is given by the relevant
Purchaser Indemnitee to Company on or prior to the Effective Date.

               (b) Maximum Amount. The Company shall not be liable hereunder for
                   --------------
any Losses  incurred by any Purchaser on the value of its Shares as a result out
of a breach of representation or warranty  hereunder in excess of purchase price
hereunder actually paid by such Purchaser for such Shares.

            7.5 Applicability; Non-Exclusivity.  Notwithstanding any term to the
                ------------------------------
contrary in this Section 7, the indemnification  and contribution  provisions of
                 ---------
the  Registration  Rights  Agreement shall govern any claim made with respect to
registration  statements filed pursuant  thereto or sales made  thereunder.  The
parties hereby acknowledge and agree that in addition to remedies of the parties
hereto in  respect  of any and all claims  relating  to any breach or  purported
breach of any representation,  warranty, covenant or agreement that is contained
in this Agreement pursuant to the indemnification  provisions of this Section 7,
                                                                      ---------
all parties shall always retain the right to pursue and obtain injunctive relief
in addition to any other rights or remedies hereunder.

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

            8.1 Rights  Cumulative.  Each and all of the various rights,  powers
                ------------------
and remedies of the parties shall be  considered  to be  cumulative  with and in
addition to any other rights, powers and remedies which such parties may have at
law or in  equity  in the  event  of the  breach  of any of the  terms  of  this
Agreement.  The exercise or partial exercise of any right, power or remedy shall
neither  constitute the exclusive  election  thereof nor the waiver of any other
right, power or remedy available to such party.

            8.2 Pronouns.  All pronouns or any variation thereof shall be deemed
                --------
to refer to the  masculine,  feminine  or neuter,  singular  or  plural,  as the
identity of the person, persons, entity or entities may require.

                                       23
<PAGE>

            8.3 Notices.
                -------

               (a) Any  notices,  reports or other  correspondence  (hereinafter
collectively referred to as "correspondence")  required or permitted to be given
hereunder  shall be given  in  writing  and  shall  be  deemed  given if sent by
certified or registered mail (return receipt  requested),  overnight  courier or
telecopy (with  confirmation  of receipt),  or delivered by hand to the party to
whom such  correspondence  is required or  permitted to be given  hereunder.  An
electronic  communication  ("Electronic  Notice") shall be deemed written notice
for  purposes of this Section 8.3 if sent with return  receipt  requested to the
                      -----------
electronic mail address  specified by the receiving party either in this Section
                                                                         -------
8.3 or on Schedule 1 hereto.  Electronic  Notice shall be deemed received at the
---       ----------
time the party sending Electronic Notice receives verification of receipt by the
receiving party.

               (b) All  correspondence  to the  Company  shall be  addressed  as
follows:

BigString  Corporation  3 Harding Road,  Suite F, Red Bank, NJ 07701  Attention:
Darin  M.  Myman,  President  and  Chief  Executive  Officer,  Facsimile:  (732)
741-2842, darin@bigstring.com, with copies to:

                        Giordano, Halleran & Ciesla, P.C.
                               125 Half Mile Road
                                   P.O. Box190
                              Middletown, NJ 07748
                        Attention: Paul T. Colella, Esq.
                            Facsimile: (732) 224-6599
                               pcolella@ghclaw.com

               (c) All  correspondence  to the  Purchasers  shall  be  addressed
pursuant to the  contact  information  set forth on Schedule 1 attached  hereto.
                                                    ----------

               (d) Any entity may change the address to which  correspondence to
it is to be addressed by notification as provided for herein.

            8.4 Captions.  The captions and paragraph headings of this Agreement
                --------
are  solely  for  the   convenience  of  reference  and  shall  not  affect  its
interpretation.

            8.5 Expenses.  Each party shall pay all costs and expenses  that, it
                --------
incurs with respect to the negotiation,  execution,  delivery and performance of
this  Agreement  and the  Transaction  Documents;  provided,  however,  that the
Company shall,  at the Closing,  reimburse the  reasonable  fees and expenses of
Boies, Schiller & Flexner LLP, counsel to the Purchasers, not to exceed $50,000.

            8.6 Severability.  Should any part or provision of this Agreement be
                ------------
held unenforceable or in conflict with the applicable laws or regulations of any
jurisdiction,  the invalid or unenforceable part or provisions shall be replaced
with a  provision  which  accomplishes,  to the extent  possible,  the  original
business  purpose of such part or provision in a valid and  enforceable  manner,
and the  remainder  of this  Agreement  shall  remain  binding  upon

                                       24
<PAGE>

the parties hereto.

            8.7 Governing Law. This Agreement shall be governed by and construed
                -------------
in accordance  with the internal and  substantive  laws of the State of New York
and  without  regard to any  conflicts  of laws  concepts  which would apply the
substantive law of some other jurisdiction.

            8.8 Waiver.  No waiver of any term,  provision  or condition of this
                ------
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing  waiver of any such
term,  provision  or  condition  or as a waiver of any other term,  provision or
condition of this Agreement.

            8.9 Assignment. The rights and obligations of any party hereto shall
                ----------
inure to the benefit of and shall be binding upon the authorized  successors and
permitted  assigns of such party.  The Company may not assign this  Agreement or
any  rights or  obligations  hereunder  without  the prior  written  consent  of
Purchasers  who  hold  a  majority  of the  outstanding  Shares  (the  "Majority
Purchasers").  Subject to the provisions of Article 6 hereof, each Purchaser may
assign or transfer any or all of its rights  under this  Agreement to any Person
to which it may  sell,  assign,  transfer  or  otherwise  dispose  of any of its
Shares,  Conversion  Shares,  Warrants  or Warrant  Shares,  provided  that such
assignee  or  transferee  agrees in  writing  to be bound,  with  respect to the
transferred  Shares,  Conversion  Shares,  Warrants  or Warrant  Shares,  by the
provisions hereof and of the Transaction  Documents that apply to such assigning
or transferring Purchaser; whereupon such assignee or transferee shall be deemed
to be a "Purchaser" for all purposes of this Agreement.

            8.10 Survival.  The respective  representations and warranties given
                 --------
by the parties hereto shall survive the Closing Date and the consummation of the
transactions  contemplated  herein  for a period  of time  equal to the time for
which   indemnification   may  be  sought  hereunder,   without  regard  to  any
investigation made by any party. The respective  covenants and agreements agreed
to by a party hereto shall survive the Closing Date and the  consummation of the
transactions  contemplated  herein in accordance with their respective terms and
conditions.

            8.11 Entire  Agreement.  This Agreement,  the exhibits and schedules
                 -----------------
hereto,  the Transaction  Documents and the other documents  delivered  pursuant
hereto  constitutes the entire agreement  between the parties hereto  respecting
the subject  matter hereof and supersedes  all prior  agreements,  negotiations,
understandings,  representations  and  statements  respecting the subject matter
hereof, whether written or oral.

            8.12 Amendments. Any amendment,  supplement or modification of or to
                 ----------
any provision of this Agreement,  any waiver of any provisions of this Agreement
shall be  effective  only if made or given in writing  and signed by the Company
and  the  Majority   Purchasers;   provided  that  any  amendment,   supplement,
modification or waiver that is materially and disproportionately  adverse to any
particular  Purchaser  (as compared to all  Purchasers as a group) shall require
the consent of such Purchaser.

            8.13 No Third Party Rights.  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

                                       25
<PAGE>

of, any Person (including, without limitation, any stockholder or debt holder of
the Company) other than the parties hereto; provided, that each of the Purchaser
Indemnitees  that are not  Purchasers are entitled to all rights and benefits as
third party beneficiaries of Article 7 of this Agreement.
                             ---------

            8.14  Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.  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.


                            [Signature Pages Follow]


                                       26
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Securities
Purchase Agreement under seal 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



                [SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]

<PAGE>


                         PURCHASERS:

                         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 SECURITIES PURCHASE AGREEMENT]

<PAGE>
<TABLE>
<CAPTION>


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

                                                      Schedule of Purchasers

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

      Name, Address and Tax ID Number         Number of Shares    Per Share Purchase      Aggregate        Number of Warrant
                                                                       Price ($)        Purchase Price          Shares
                                                                                             ($)
============================================================================================================================
<S>                                                    <C>                     <C>       <C>                      <C>
Witches Rock Portfolio Ltd.                            320,343                 5.00      1,601,715.00             800,858
c/o Tudor Investment Corporation
50 Rowes Wharf
6th Floor
Boston, MA 02110
Tax ID.:  98-0439973
----------------------------------------------------------------------------------------------------------------------------

The Tudor BVI Global Portfolio Ltd.                     51,777                 5.00        258,885.00             129,442
c/o Tudor Investment Corporation
50 Rowes Wharf
6th Floor
Boston, MA 02110
Tax ID.:  98-0223576
----------------------------------------------------------------------------------------------------------------------------

Tudor Proprietary Trading, L.L.C.                       27,880                 5.00        139,400.00              69,700
c/o Tudor Investment Corporation
50 Rowes Wharf
6th Floor
Boston, MA 02110
Tax ID.:  13-3720063
----------------------------------------------------------------------------------------------------------------------------

TOTAL                                                  400,000                              2,000,000           1,000,000
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                                                                      Schedule 2
                                                                      ----------

                               Disclosure Schedule


                                    [Omitted]


<PAGE>


                                                                       Exhibit A
                                                                       ---------

       Form of Certificate of Designations of the Series A Preferred Stock


                                    [Omitted]

<PAGE>




                                                                       Exhibit B
                                                                       ---------

                      Form of Registration Rights Agreement


                                    [Omitted]



<PAGE>


                                                                       Exhibit C
                                                                       ---------

NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR APPLICABLE
STATE  SECURITIES  LAWS,  AND NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY BE SOLD OR  TRANSFERRED  OTHER THAN  PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER SAID ACT OR PURSUANT  TO AN  AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,  REGISTRATION UNDER SAID ACT
AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

                                                                   May ___, 2006


                              BIGSTRING CORPORATION

                          COMMON STOCK PURCHASE WARRANT

Void after May ___, 2016

         This WARRANT (this "Warrant") entitles [ ] (including any successors or
assigns,  the  "Holder"),   for  value  received,  to  purchase  from  BIGSTRING
CORPORATION, a Delaware corporation,  at any time and from time to time, subject
to the terms and  conditions set forth herein,  during the period  starting from
5:00 a.m. on the Initial  Exercise  Date (as defined in Section 1 below) to 5:00
                                                        ---------
p.m.,  Eastern time, on the Expiration Date (as defined in Section 1 below),  at
                                                           ---------
which time this Warrant shall expire and become void,  all or any portion of the
Warrant Shares (as defined in Section 1 below) at the Exercise Price (as defined
                              ---------
in  Section 1  below).  This  Warrant  is  subject  to the  following  terms and
    ---------
conditions:

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

         "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 under the  Securities  Act of 1933,  as amended (the  "Securities
Act"), including,  without limitation, any other Person that serves as a general
partner,  managing member and/or investment  adviser or in a similar capacity of
such  Person  or any other  Person  for which  such  Person  serves as a general
partner, managing member and/or investment adviser or in a similar capacity.

         "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.

         "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,
<PAGE>

pursuant   to   any   stock   dividend,    stock   split,   stock   combination,
recapitalization, reclassification, reorganization or other similar event).

         "Company" means BigString Corporation, a Delaware corporation.

         "Exercise  Price"  means  $1.25 per share of Common  Stock,  subject to
adjustment under the terms of this Warrant.

         "Expiration Date" means May ___, 2016.

         "Fair Market Value" on any date of determination  shall mean (i) if the
Common  Stock is  listed  on a  national  securities  exchange  or  admitted  to
quotation on a national automated  quotation system, then the last reported sale
price per share of Common  Stock on such  exchange or quotation  system,  as the
case may be, on the date immediately  preceding the date of determination or, if
no such sale price is  reported on such date,  such price on the next  preceding
trading day in which such price was  reported,  (ii) if the Common  Stock is not
listed on a  national  securities  exchange  or quoted on a  national  automated
quotation system, but is actively traded  over-the-counter,  then the average of
the  closing bid and asked  prices  over the five (5) trading  days ended on the
trading day  immediately  preceding the date of  determination  or (iii) if such
Common  Stock  is not  traded,  quoted  or  listed  on any  national  securities
exchange,  national automated quotation system or the  over-the-counter  market,
then the fair market value of a share of Common  Stock,  as  determined  in good
faith by the Board of Directors of the Company.

         "Holder" has the meaning set forth in the preamble of this Warrant.

         "Initial Exercise Date" means May ___, 2006.

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

         "SEC" means the Securities and Exchange Commission.

         "Securities  Purchase Agreement" means that certain Securities Purchase
Agreement  dated May __, 2006,  by and between the Company and the other parties
thereto.

         "Warrant  Shares"  means an  aggregate  of [ ] shares of Common  Stock,
subject to adjustments under the terms of this Warrant,  issued or issuable upon
the exercise of this Warrant.

         2. Exercise of Warrant.
            -------------------

            2.1 Method of Exercise.  Subject to all of the terms and  conditions
                ------------------
hereof, this Warrant may be exercised, in whole or in part, at any time and from
time to time  during the period  commencing  on the  Initial  Exercise  Date and
ending on the Expiration  Date.  Exercise shall be by presentation and surrender
to the Company at its principal office, or to the transfer agent of the Company,
of this Warrant and the Notice and Subscription  form attached hereto as

                                       2
<PAGE>

Exhibit 1,  executed by the Holder,  which shall  indicate the number of Warrant
---------
Shares for which the Holder  intends to exercise  this  Warrant,  together  with
payment to the Company in accordance with Section 3 hereof in an amount equal to
                                          ---------
the product of (x) the Exercise  Price  multiplied  by (y) the number of Warrant
Shares  issuable upon such  exercise.  Upon and as of receipt by the Company (or
the transfer  agent) of such properly  completed  and duly  executed  Notice and
Subscription form accompanied by payment as herein provided, the Holder shall be
deemed  to be the  Holder of record of the  Warrant  Shares  issuable  upon such
exercise,  notwithstanding  that the stock  transfer  books of the Company shall
then be closed or that  certificates  representing such Warrant Shares shall not
then actually be, or have been, delivered to the Holder.

            2.2  Delivery  of  Stock  Certificates  on  Exercise.   As  soon  as
                 -----------------------------------------------
practicable after an exercise of this Warrant,  and in any event within five (5)
Business Days thereafter,  the Company,  at its expense,  and in accordance with
applicable  securities  laws,  shall  cause  to be  issued  in the  name  of and
delivered to the Holder,  or as the Holder may direct  (subject in all cases, to
the  provisions of Section 8 hereof),  a  certificate  or  certificates  for the
                   ---------
number of Warrant Shares issued on the date of such  exercise,  plus, in lieu of
                                                                ----
any fractional share to which the Holder would otherwise be entitled,  an amount
of cash equal to such fraction multiplied by the Fair Market Value.

            2.3 Shares To Be Fully Paid and  Nonassessable.  All Warrant  Shares
                ------------------------------------------
issued upon an exercise of this Warrant shall be validly issued,  fully paid and
nonassessable,  free of all liens,  taxes,  charges  and other  encumbrances  or
restrictions on sale (other than those expressly set forth herein).

            2.4 Fractional Shares. No fractional shares of Common Stock or scrip
                -----------------
representing fractional shares of Common Stock shall be issued upon the exercise
of this  Warrant.  With  respect  to any  fraction  of a share of  Common  Stock
otherwise  issuable  upon any  exercise  hereof,  the Company  shall make a cash
payment to the Holder as set forth in Section 2.2 hereof.
                                      -----------

            2.5  Issuance  of New  Warrants;  Company  Acknowledgment.  Upon any
                 ----------------------------------------------------
partial exercise of this Warrant,  the Company, at its expense,  will as soon as
practicable  and, in any event within five (5) Business Days  thereafter,  issue
and deliver to the Holder a new Warrant,  registered  in the name of the Holder,
exercisable,  in the aggregate, for the balance of the Warrant Shares. Moreover,
the Company shall, at the time of any exercise of this Warrant, upon the request
of the Holder, acknowledge in writing its continuing obligation to afford to the
Holder any rights to which the Holder shall  continue to be entitled  after such
exercise in accordance with the provisions of this Warrant;  provided,  however,
that if the Holder does not make any such request, the continuing  obligation of
the Company to afford to the Holder any such rights shall not be affected.

            2.6  Payment  of Taxes  and  Expenses.  The  Company  shall  pay any
                 --------------------------------
recording,  filing,  stamp or similar tax which may be payable in respect of any
transfer  involved  in the  issuance  of, and the  preparation  and  delivery of
certificates  (if applicable)  representing,  (i) any

                                       3
<PAGE>

Warrant  Shares issued upon exercise of this Warrant and (ii) new or replacement
Warrants  in the  Holder's  name  or the  name of any  transferee  of all or any
portion of this Warrant.

         3. Payment of Exercise Price. The Exercise Price for the Warrant Shares
            -------------------------
being  purchased  upon any exercise of this Warrant may be paid, at the election
of the Holder (i) in cash, by certified  check or by wire transfer to an account
designated in writing by the Company, (ii) by cancellation of indebtedness owing
from the Company to the  Holder,  (iii) by the Holder  surrendering  a number of
Warrant  Shares  having a Fair Market  Value on the date of  exercise  equal to,
greater  than (but  only if by a  fractional  share)  or less than the  Exercise
Price,  in which case the Holder shall  receive the number of Warrant  Shares to
which it would  otherwise be entitled upon such exercise,  less the  surrendered
shares,  or (iv) any  combination  of the  methods  described  in the  foregoing
clauses (i), (ii) and (iii).

         4.  Adjustment  of  Exercise  Price and Number of Warrant  Shares.  The
             -------------------------------------------------------------
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
occurrence of certain events as follows:

            4.1.  Subdivision or  Combination  of Stock.  If at any time or from
                  -------------------------------------
time to time after the date hereof, the Company shall subdivide (by way of stock
dividend,  stock split or otherwise) its outstanding shares of Common Stock, the
Exercise Price in effect  immediately prior to such subdivision shall be reduced
proportionately  and the number of Warrant  Shares  (calculated  to the  nearest
whole share) shall be increased  proportionately,  and conversely,  in the event
the  outstanding  shares of Common  Stock  shall be  combined  (whether by stock
combination,  reverse stock split or otherwise) into a smaller number of shares,
the Exercise  Price in effect  immediately  prior to such  combination  shall be
increased  proportionately  and the number of Warrant Shares  (calculated to the
nearest whole share) shall be decreased proportionately.  The Exercise Price and
the number of Warrant  Shares,  as so adjusted,  shall be readjusted in the same
manner upon the happening of any  successive  event or events  described in this
Section 4.1.
-----------

            4.2  Adjustment for Stock  Dividends.  If at any time after the date
                 -------------------------------
hereof, the Company shall declare a dividend or make any other distribution upon
any class or series of capital stock of the Company  payable in shares of Common
Stock or other rights  securities  convertible into or exercisable for shares of
Common  Stock,  the  Exercise  Price and the number of Warrant  Shares  shall be
adjusted  proportionately.  The Exercise Price and the number of Warrant Shares,
as so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 4.2.
                                             -----------

            4.3 Adjustments for Reclassifications.  If the Common Stock issuable
                ---------------------------------
upon  exercise of this Warrant  shall be changed  into, or the right to receive,
the same or a  different  number of shares of any other  class(es)  or series of
stock or other securities or property,  whether by reclassification or otherwise
(other  than an  adjustment  under  Section  4.1 and  Section  4.2 or a  merger,
                                    ------------      ------------
consolidation,  or sale of assets  provided for under Section 4.4),  then and in
                                                      -----------
each such event,  the Holder  hereof shall have the right  thereafter to receive
upon  exercise of this  Warrant the kind and amount of shares of stock and other
securities and property receivable upon such reclassification or other change in
respect  of a number of shares of Common  Stock  equal to the  number of Warrant
Shares  otherwise  issuable upon such  exercise of this Warrant,  all subject to

                                       4
<PAGE>

successive  adjustments  thereafter  from  time  to  time  pursuant  to  and  in
accordance with the provisions of this Section 4.
                                       ---------

            4.4 Adjustments for Merger or  Consolidation.  In the event that, at
                ----------------------------------------
any time or from  time to time  after the date  hereof,  the  Company  shall (a)
effect a reorganization, (b) consolidate with or merge into any other Person, or
(c) sell or transfer all or  substantially  all of its  properties  or assets or
more  than  fifty  percent  (50%) of the  voting  capital  stock of the  Company
(whether issued and outstanding, newly issued, from treasury, or any combination
thereof) to any other person  under any plan or  arrangement  contemplating  the
consolidation or merger, sale or transfer, or dissolution of the Company,  then,
in each such case, the Holder,  upon the exercise of this Warrant at any time or
from time to time after the consummation of such reorganization,  consolidation,
merger or sale or the effective  date of such  dissolution,  as the case may be,
shall  receive,  in lieu of the  Warrant  Shares  otherwise  issuable  upon such
exercise, the stock and property (including cash) to which the Holder would have
been entitled upon the consummation of such  consolidation or merger, or sale or
transfer,  or in connection  with such  dissolution,  as the case may be, if the
Holder had  exercised  this Warrant  immediately  prior  thereto  (assuming  the
payment by the Holder of the Exercise Price therefor as required  hereby,  which
payment  shall be  included  in the assets of the  Company  for the  purposes of
determining the amount  available for  distribution),  all subject to successive
adjustments  thereafter  from time to time pursuant to, and in accordance  with,
the provisions of this Section 4.
                       ---------

            4.5 Continuation of Terms. Upon any  reorganization,  consolidation,
                ---------------------
merger or transfer (and any dissolution following any such transfer) referred to
in this Section 4, this Warrant shall  continue in full force and effect and the
        ---------
terms hereof shall be applicable to the shares of stock and other securities and
property  to which the Holder has a right to receive  upon the  exercise of this
Warrant after the consummation of such  reorganization,  consolidation or merger
or the effective  date of dissolution  following any such transfer,  as the case
may be, and shall be binding upon the issuer or owner of any such stock or other
securities and property, including, in the case of any such transfer, the Person
acquiring  all or  substantially  all of the  properties  or assets or more than
fifty percent (50%) of the voting capital stock of the Company  (whether  issued
and  outstanding,  newly issued or from  treasury or any  combination  thereof),
whether  or not such  Person  shall  have  expressly  assumed  the terms of this
Warrant.

            4.6 Certificate as to Adjustments. Upon the occurrence of each event
                -----------------------------
requiring adjustment or readjustment of the Exercise Price and number of Warrant
Shares pursuant to this Section 4, this Warrant shall, without any action on the
                        ---------
part of the  Holder,  be  adjusted in  accordance  with this  Section 4, and the
                                                              ---------
Company, at its expense,  promptly shall compute such adjustment or readjustment
in  accordance  with the terms  hereof and  prepare  and furnish to the Holder a
certificate setting forth such adjustment or readjustment, showing in reasonable
detail the facts and calculations  upon which such adjustment or readjustment is
based.  The Company will forthwith  send a copy of each such  certificate to the
Holder in accordance with Section 10.4 below.
                          ------------

         5.  Registration  Rights.  The  Warrant  Shares  shall be  entitled  to
             --------------------
registration  rights  and all  other  rights  as  applicable  to such  shares in
accordance with that certain Registration

                                       5
<PAGE>

Rights Agreement,  dated as of the date hereof, by and among the Company and the
other parties thereto.

         6. Notices of Record Date. Upon (a) any establishment by the Company of
            ----------------------
a record date of the holders of Common Stock for the purpose of determining  the
holders thereof who are entitled to receive any dividend or other  distribution,
or right or option to acquire securities of the Company,  or any other right, or
(b) any capital reorganization,  reclassification,  recapitalization,  merger or
consolidation of the Company with or into any other corporation, any transfer of
all or  substantially  all  the  assets  of the  Company,  or any  voluntary  or
involuntary dissolution,  liquidation or winding up of the Company, or the sale,
in a single  transaction,  of more than  fifty  percent  (50%) of the  Company's
voting  capital stock (whether  newly issued,  or from  treasury,  or previously
issued and then outstanding, or any combination thereof), the Company shall mail
to the Holder at least ten (10)  Business  Days, or such longer period as may be
required by law, prior to the applicable record date or effective date, a notice
specifying  (i) the date  established as the record date for the purpose of such
dividend,  distribution,  option or right and a  description  of such  dividend,
distribution,  option or right, (ii) the date on which any such  reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding up, or sale is expected to become  effective and (iii) the date, if any,
fixed as to when the  holders of record of Common  Stock  shall be  entitled  to
exchange  their  shares  of  Common  Stock  for  securities  or  other  property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.

         7. Exchange of Warrant.  Subject to the  provisions of Section 8 hereof
            -------------------                                 ---------
(if and to the extent applicable), this Warrant shall be exchangeable,  upon the
surrender hereof by the Holder at the principal  office of the Company,  for new
Warrants, each registered in the name of the Holder or in the name of such other
persons as the Holder may direct (upon  payment by the Holder of any  applicable
transfer taxes).  Each of such new Warrants shall be exercisable for such number
of Warrant  Shares as the Holder  shall  direct,  provided  that all of such new
Warrants  shall  represent,  in the  aggregate,  the right to purchase  the same
number of Warrant Shares and cash,  securities or other property,  if any, which
may be purchased by the Holder upon  exercise of this Warrant at the time of its
surrender.

         8. Transfer Provisions, etc.
            ------------------------

            8.1  Legends.  Subject to  Section  6.2 of the  Securities  Purchase
                 -------               ------------
Agreement,  each certificate representing Warrant Shares issued upon exercise of
this Warrant shall bear the following legend:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED
      OR SOLD IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER
      SAID  ACT  OR  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
      TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT."

                                       6
<PAGE>

            8.2 Mechanics of Transfer.
                ---------------------

               (a) Any transfer of all or any portion of this Warrant, or of any
interest  herein,  that is otherwise in compliance  with  applicable law and the
Securities  Purchase Agreement shall be effected by surrendering this Warrant to
the Company at its  principal  office,  together  with a duly  executed  form of
assignment, in the form attached as Exhibit 2 hereto.
                                    ---------

               (b) In the event of any  transfer  of all or any  portion of this
Warrant in accordance  with Section 8.2(a) above,  the Company shall issue (i) a
                            --------------
new Warrant to the transferee,  representing the right to purchase the number of
Warrant  Shares,  and cash,  securities or other  property,  if any,  which were
purchasable by the Holder of the transferred portion of this Warrant, and (ii) a
new Warrant to the  Holder,  representing  the right to  purchase  the number of
Warrant Shares, and cash,  securities or other property,  if any, purchasable by
the Holder of the  balance of this  Warrant.  Until this  Warrant or any portion
thereof is  transferred  on the books of the Company,  the Company may treat the
Holder as the absolute holder of this Warrant and all right,  title and interest
therein for all purposes, notwithstanding any notice to the contrary.

            8.3  No  Restrictions  on  Transfer.   Subject  to  compliance  with
                 ------------------------------
applicable  securities laws and the Securities Purchase Agreement,  this Warrant
and any portion  hereof,  the  Warrant  Shares and the rights  hereunder  may be
transferred  by the Holder in its sole  discretion at any time and to any Person
or Persons, including,  without limitation,  Affiliates and affiliated groups of
such Holder, without the consent of the Company.

            8.4 Warrant Register. The Company shall keep at its principal office
                ----------------
a register for the registration, and registration of transfers, of the Warrants.
The  name  and  address  of each  Holder  of one or more of the  Warrants,  each
transfer  thereof and the name and address of each  transferee of one or more of
the Warrants shall be registered in such register. The Company shall give to any
Holder of a Warrant promptly upon request therefor,  a complete and correct copy
of the names and addresses of all registered Holders of the Warrants.

         9. Lost,  Stolen or Destroyed  Warrant.  Upon receipt by the Company of
            -----------------------------------
evidence  satisfactory to the Company of loss, theft,  destruction or mutilation
of this Warrant and, in the case of loss, theft or destruction, on delivery of a
customary  affidavit of the Holder and indemnity  agreement,  or, in the case of
mutilation,  upon  surrender  of this  Warrant,  the Company at its expense will
execute and deliver, or will instruct its transfer agent to execute and deliver,
a new Warrant and any such lost,  stolen or destroyed  Warrant  thereupon  shall
become void.

         10. General.
             -------

            10.1 Authorized Shares,  Reservation of Shares for Issuance.  At all
                 ------------------------------------------------------
times  while  this  Warrant is  outstanding,  the  Company  shall  maintain  its
corporate  authority  to issue,  and shall  have  authorized  and  reserved  for
issuance upon  exercise of this  Warrant,  such number of shares of Common Stock
and any other capital stock or other securities as shall is necessary to perform
its obligations under this Warrant,  taking into account any and all adjustments
to the Warrant Shares under this Warrant.

                                       7
<PAGE>

            10.2 No Dilution or  Impairment.  The Company will not, by amendment
                 --------------------------
of its Certificate of  Incorporation  or By-laws or through any  reorganization,
transfer  of assets,  consolidation,  merger,  dissolution,  issuance or sale of
securities,  sale or other transfer of any of its assets or  properties,  or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms of this Warrant,  but will at all times in good faith assist in
the  carrying  out of all such terms and in the taking of all such action as may
be  necessary  or  appropriate  in order to  protect  the  rights of the  Holder
hereunder against dilution or other impairment.  Without limiting the generality
of the foregoing,  the Company (a) will not increase the par value of any shares
of Common Stock  issuable  upon the  exercise of this  Warrant  above the amount
payable  therefor  on such  exercise,  and (b) will take all action  that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock (and any other capital stock
or other securities) upon the exercise of this Warrant.

            10.3 No Rights as  Stockholder.  The Holder shall not be entitled to
                 -------------------------
vote or to receive  dividends or to be deemed the holder of the shares of Common
Stock that may at any time be issuable  upon  exercise  of this  Warrant for any
purpose  whatsoever,  nor shall anything contained herein be construed to confer
upon the Holder any of the rights of a  stockholder  of the Company or any right
to vote  for  the  election  of  directors  or  upon  any  matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate   action   (whether   upon   any    recapitalization,    issuance   or
reclassification  of  stock,  change  of par  value or change of stock to no par
value,  consolidation,  merger or conveyance or otherwise), or to receive notice
of meetings  (except to the extent  otherwise  provided in this Warrant),  or to
receive dividends or subscription  rights, until the Holder shall have exercised
this Warrant and been issued  Warrant  Shares or other  securities in accordance
with the provisions hereof.

            10.4   Notices.   All   notices,   requests,   consents   and  other
                   -------
communications  hereunder  shall be in writing  and shall be deemed to have been
given if  personally  delivered or  delivered by overnight  courier or mailed by
first-class  registered  or certified  mail,  postage  prepaid,  return  receipt
requested, or sent by fax machine, addressed as follows:

                   (a) if to the Company at:

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

                   with copies to:

                   Giordano, Halleran & Ciesla, P.C.
                   125 Half Mile Road  P.O. Box 19
                   Middletown, New Jersey 07748


                                       8
<PAGE>
                   Attention: Paul T. Colella, Esq.
                   Facsimile: (732) 224-6599

               (b) if to the Holder,  at the Holder's  address  appearing in the
books maintained by the Company.

         11.  Amendment  and  Waiver.  No  failure  or  delay of the  Holder  in
              ----------------------
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The rights and  remedies of the Holder are  cumulative  and not
exclusive of any rights or remedies which it would  otherwise have. The terms of
this Warrant may be amended, modified or waived only with the written consent of
the Company and the Holder.

         12.  Governing  Law. This Warrant shall be governed by and construed in
              --------------
accordance  with the laws of the State of New York,  as such laws are applied to
contracts  entered into and wholly to be performed  within the State of New York
and without  giving effect to any  principles of conflicts or choice of law that
would result in the application of the laws of any other jurisdiction.

         13.   Covenants  To  Bind   Successor  and  Assigns.   All   covenants,
               ---------------------------------------------
stipulations,  promises and agreements in this Warrant contained by or on behalf
of the Company shall bind its  successors  and assigns,  whether so expressed or
not.

         14.  Severability.  In case any one or more of the provisions contained
              ------------
in this Warrant shall be held invalid,  illegal or unenforceable in any respect,
the validity,  legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired  thereby.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

         15.  Construction.  The definitions of this Warrant shall apply equally
              ------------
to both the  singular and the plural  forms of the terms  defined.  Wherever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms.  The section and  paragraph  headings used herein are
for  convenience of reference  only, are not part of this Warrant and are not to
affect the construction of or be taken into  consideration in interpreting  this
Warrant.

         16. Remedies. The Holder, in addition to being entitled to exercise all
             --------
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.  In any action or proceeding brought to enforce any provision
of this Warrant or where any provision  hereof is validly asserted as a defense,
the successful  party to

                                       9
<PAGE>

such action or  proceeding  shall be entitled to recover  reasonable  attorneys'
fees in addition to any other available remedy.


                            [Signature Page Follows]



                                       10
<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Common Stock Purchase
Warrant as of the date set forth above.


                           COMPANY:

                           BIGSTRING CORPORATION


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



                [SIGNATURE PAGE TO COMMON STOCK PURCHASE WARRANT]

<PAGE>

                                                                       EXHIBIT 1


                                   NOTICE AND
                                  SUBSCRIPTION




To:      BIGSTRING CORPORATION                          Date:
         3 Harding Road, Suite F                             -------------------
         Red Bank, New Jersey 07701


         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented by the attached  Warrant for, and to exercise  thereunder,
__________  shares  of  Common  Stock  of  BIGSTRING  CORPORATION,   a  Delaware
corporation,  and tenders  herewith  payment of  $__________,  representing  the
aggregate  purchase  price for such shares based on the price per share provided
for in such  Warrant.  Such payment is being made in  accordance  with  [Section
3(i)] [Section 3(ii)] [Section 3(iii)] [Section 3(iv)] of the attached Warrant.

Please issue a certificate  or  certificates  for such shares of Common Stock in
the following name or names and  denominations  and deliver such  certificate or
certificates to the person or persons listed below at their respective addresses
set forth below:







If said  number of shares of Common  Stock shall not be all the shares of Common
Stock  issuable  upon exercise of the attached  Warrant,  a new Warrant is to be
issued in the name of the undersigned  for the balance  remaining of such shares
of Common Stock less any fraction of a share of Common Stock paid in cash.

Dated:             ,
       ------------  ----                     ----------------------------------
                                              Signature




<PAGE>


                                                                       EXHIBIT 2

                               FORM OF ASSIGNMENT




         For value  received,  __________________________________  hereby sells,
assigns and transfers unto __________________ the attached Warrant [a portion of
the attached Warrant representing the right to purchase _____, of the total____,
shares of Common Stock issuable upon exercise of this Warrant, together with all
right, title and interest therein,  and does hereby  irrevocably  constitute and
appoint ____________________  attorney to transfer said Warrant [said portion of
said  Warrant] on the books of BIGSTRING  CORPORATION,  a Delaware  corporation,
with full power of substitution in the premises.

     If only a portion of the attached  Warrant is to be so  transferred,  a new
     Warrant is to be issued in the name of the  undersigned  for the balance of
     said Warrant.


         The  undersigned  hereby  agrees  that it will  not  sell,  assign,  or
transfer the right,  title and interest in and to the Warrant unless  applicable
federal and state securities laws have been complied with.



Dated:             ,
       ------------  ----                     ----------------------------------
                                              Signature



<PAGE>




                                                                       Exhibit D
                                                                       ---------

             Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion


                                    [Omitted]