Exhibit 10.19


                                    GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                 March 20, 2006

Brooks Station Holdings, Inc.
c/o Cavallo Capital Corp.
660 Madison Avenue
New York, New York 10021

        Re:     Waiver of Default and Amendment of Promissory Note
                --------------------------------------------------

Dear Sirs:

          Brooks Station Holdings,  Inc.  ("Brooks  Station") holds a promissory
     note  issued by GSV,  Inc.  (the  "Company")  dated July 21,  2003,  in the
     principal  amount of $200,000 (the "Note").  The Note bears interest at the
     rate of 8% per annum and is secured by a first priority  security  interest
     in all assets of the Company pursuant to a Security  Agreement  between the
     Company and Brooks  Station dated as of July 21, 2003.  By agreement  dated
     August 31, 2005, the Notes was amended to extend its maturity date to March
     1, 2006 (the "Old Maturity Date").

          As of the  date of this  letter  agreement,  there  is  $42,700.16  of
     accrued  and  unpaid  interest  on the  Note.  Contemporaneously  with  the
     execution of this letter  agreement,  the Company is paying Brooks  Station
     $20,000.00.  This  amount is to be applied  against  the accrued and unpaid
     interest on the Note.  Brooks Station hereby  acknowledges  receipt of such
     payment.

          Brooks  Station and the Company now wish to extend the maturity of the
     Note to September 1, 2006, in accordance with the terms set forth below:

          1. Waiver of Default.  Brooks  Station hereby waives any claim against
     the Company or its assets  arising  from the  Company's  failure to pay the
     principal  and  accrued  interest on the Note on the Old  Maturity  Date or
     thereafter through the date of this letter agreement.

          2.  Extension of Maturity  Date.  Brooks Station and the Company agree
     that Section 1 of the Note is hereby amended to read as follows:
<PAGE>

               "1. The principal  amount of this Note,  together with any unpaid
          accrued interest thereon (except to the extent previously paid), shall
          be due and payable on September 1, 2006."

          3. Miscellaneous.

          (i)  Except as herein amended, the Note shall remain in full force and
               effect.  This  letter  agreement  may  not be  amended,  revised,
               terminated or waived  except by an  instrument in writing  signed
               and delivered by the party to be charged therewith.

          (ii) This  letter  agreement  shall be  binding  upon and inure to the
               benefit of the successors  and assigns of the respective  parties
               hereto.

          (iii) This letter  agreement  shall be  construed  and governed by the
               laws of the State of New York,  applicable to agreements made and
               to be performed entirely therein.

          If you are in  agreement  with the  foregoing,  please  sign below and
     return the original to the Company, keeping a copy for your files.

                                     Sincerely,


                                     GSV, INC.


                                     By:     /s/ Gilad Gat
                                             -------------
                                             Name:  Gilad Gat
                                             Title: Chief Executive Officer and
                                                    President

Acknowledged and agreed:

BROOKS STATION HOLDINGS, INC.


By:     /s/ Daniel Golan
        ----------------
        Name:    Daniel Golan
        Title:   President