Exhibit 10.1

                                   AGREEMENT
                                    ---------

     AGREEMENT  (this  "Agreement"),  dated as of May 10,  2005 (the  "Effective
Date"), by and between GSV, Inc., a Delaware corporation (the "Company"), and D.
Emerald Investments Ltd., an Israeli corporation (the "Investor").


                                   WITNESSETH:
                                   -----------

     WHEREAS,  pursuant  to a Purchase  Agreement  dated as of May 11, 2004 (the
"Purchase  Agreement"),  the Investor  purchased  (i) a two-year 8%  convertible
promissory note in the principal  amount of $200,000 (the  "Convertible  Note"),
and (ii) a warrant to  purchase  up to  1,142,857  shares  ("Shares")  of common
stock, par value $.001 per share ("Common Stock"), of the Company, at a price of
$.70 per share (the  "Warrant",  and together  with the  Convertible  Note,  the
"Securities") from the Company; and

     WHEREAS,  the Company and the Investor now desire to amend the terms of the
Convertible  Note and  Warrant  in order to renew and  extend  their  respective
rights and obligations under such agreements.

     NOW,  THEREFORE,  in  consideration  of the premises,  the mutual covenants
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Amendment of Convertible Note. The Convertible Note is hereby amended as
follows:

     (a)   Extension of Maturity Date.  The first sentence of the first
paragraph of the Convertible Note is hereby deleted and replaced in its entirety
with the following:

                FOR VALUE RECEIVED,  GSV, INC., a Delaware  corporation
           ("Company"),  with its  principal  office  at 191 West  Post
           Road, Westport, Connecticut 06880, hereby promises to pay to
           the  order  of  D.  EMERALD  INVESTMENTS  LTD.,  an  Israeli
           corporation  ("Holder"),  with its  principal  office  at 85
           Medinat Ha-Yehudim Street, Herzeliya,  Israel (the "Holder's
           Office"),  or its  assigns,  on May 10, 2007 (the  "Maturity
           Date"), the principal amount of TWO HUNDRED THOUSAND DOLLARS
           ($200,000)  (the  "Principal  Amount"),   in  such  coin  or
           currency  of the United  States of America as at the time of
           payment  shall be legal  tender for the payment of public or
           private debts,  together with interest on the unpaid balance
           of said  Principal  Amount from time to time  outstanding at
           the  rate  of  eight  percent  (8%)  per  annum   ("Contract
           Interest").

     (b)   Extension of Conversion Rights.  Section 3.1 of the Convertible Note
is hereby deleted and replaced in its entirety with the following:

                3.1  Right to  Convert.  At any  time  prior to May 10,
           2006,  the Holder may, at its option,  by written  notice to
           the Company  ("Conversion  Notice"),  elect to convert  this
           Note and all accrued and unpaid Contract  Interest  thereon,
           in whole but


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<PAGE>
           not in part,  into  Common  Stock  at the  price of $.70 per
           share of Common Stock (the "Conversion  Price"), as adjusted
           to reflect stock dividends, stock splits,  recapitalizations
           and the like pursuant to Section 3.3 below.

     (c)   Full  Force and  Effect.  Except as amended  hereby, the terms of the
Convertible Note remain in full force and effect.

     2. Amendment of Warrant. The Warrant is hereby amended as follows:

     (a)   Extension of Term.  The second full  paragraph of the Warrant is
hereby deleted and replaced in its entirety with the following:

                Subject to the terms of the Purchase Agreement dated as
           of May 11, 2004,  by and between the Company and the Holder,
           as  amended  by  agreement  dated  as of May 10,  2005  (the
           "Purchase   Agreement")   and   subject  to  the  terms  and
           conditions  hereinafter  set  forth  below,  the  Holder  is
           entitled  upon  surrender  of  this  Warrant  and  the  duly
           executed  Notice of Exercise form annexed hereto as Appendix
           1,  at the  office  of the  Company,  191  Post  Road  West,
           Westport,  Connecticut  06880,  or such other  office as the
           Company   shall   notify  the  Holder  of  in  writing  (the
           "Principal  Office"),  to  purchase  from  the  Company  One
           Million,  One  Hundred  and  Forty-Two  Thousand  and  Eight
           Hundred  and  Fifty-Seven   (1,142,857),   duly  authorized,
           validly issued,  fully paid and non-assessable  shares, free
           and  clear  of  all  liens,  pledges,   security  interests,
           charges,  and  encumbrances  (the "Shares") of the Company's
           common stock,  $.001 par value per share  ("Common  Stock").
           The purchase  price per Share shall be the  Exercise  Price,
           subject to adjustment as set forth in Article 2 below.  This
           Warrant may be exercised in whole or in part at any time and
           from time to time until 5:00 PM,  Eastern  time,  on May 10,
           2006  (the  "Expiration  Date").  Until  such  time  as this
           Warrant is exercised in full or expires,  the Exercise Price
           and the number of Shares shall be subject to  adjustment  as
           hereinafter provided.

     (b)   Full  Force and  Effect.  Except as amended hereby, the terms of the
Warrant remain in full force and effect.

     3. Representations and Warranties of the Company

     The Company hereby represents, warrants and agrees to and with the Investor
as follows:

     (a)   Organization and Good Standing.  The Company is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all  requisite  corporate  power and  authority to carry on its
business as now conducted.  The Company is duly  qualified to transact  business
and is in good standing in each  jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or properties.  The rights,
preferences,  privileges and restrictions granted to or imposed upon the Shares,
and the  holders  thereof  are as set  forth  in the  Company's  Certificate  of
Incorporation and Certificates of Amendment  thereof,  Certificate of Merger and
Amended  and  Restated  By-laws,  true and  complete  copies of which  have been
delivered to Investor and are attached as Exhibit E to the Purchase Agreement.


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<PAGE>
     (b)   Authorization.  All  corporate  action on the part of the  Company,
its  officers,  directors  and  stockholders  necessary  for the  authorization,
execution and delivery of this Agreement and the  performance of all obligations
of the Company  hereunder has been taken.  This Agreement  constitutes the valid
and legally  binding  obligation of the Company,  enforceable in accordance with
its  terms,  except  (i)  as  limited  by  applicable  bankruptcy,   insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief  or  other
equitable remedies.

     4. Representations and Warranties of Investor

     The Investor hereby represents, warrants and agrees to and with the Company
as follows:

     (a)   Organization, Good  Standing.  The  Investor  is a  corporation  duly
organized, validly existing and in good standing under the laws of Israel.

     (b)   Authorization.  All corporate action on the part of the Investor, its
officers, directors and stockholders, necessary for the authorization, execution
and delivery of this  Agreement and the  performance  of all  obligations of the
Investor  hereunder has been taken.  This  Agreement  constitutes  the valid and
legally binding  obligation of the Investor,  enforceable in accordance with its
terms,   except   (i)  as   limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief  or  other
equitable remedies.

     5. Miscellaneous.

     (a)   Further Assurances.  The parties to this Agreement agree to execute
and deliver any and all papers and documents  that may be necessary to carry out
the terms of this Agreement.

     (b)   Entire Agreement. Except as otherwise provided in this Agreement or
the Purchase Agreement,  this Agreement, the Purchase Agreement, the Convertible
Note and the Warrant  contain the entire  agreement among the parties hereto and
there are no agreements,  representations  or warranties  that are not set forth
herein. This 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.

     (c)   Binding  Effect,  Assignment.  This Agreement shall be binding upon
and inure to the benefit of the successors of the respective parties hereto.

     (d)   Governing Law and  Jurisdiction.  This Agreement will be deemed to
have  been  made and  delivered  in New York  City  and will be  governed  as to
validity, interpretation,  construction, effect and in all other respects by the
internal  laws of the State of New York.  Each of the Company  and the  Investor
hereby (i) agrees that any legal suit,  action or  proceeding  arising out of or
relating to this  Agreement  will be  instituted  exclusively  in New York State
Supreme Court, County of New York or in the United States District Court for the
Southern  District of New York,  (ii) waives any  objection  to the venue of any
such suit, action or proceeding and the right to assert


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<PAGE>
that such forum is not a convenient  forum for such suit,  action or proceeding,
(iii)  irrevocably  consents to the  jurisdiction  of the New York State Supreme
Court,  County of New York and the United States District Court for the Southern
District  of New York in any such suit,  action or  proceeding,  (iv)  agrees to
accept and acknowledge  service of any and all process that may be served in any
such suit,  action or proceeding in New York State Supreme Court,  County of New
York or in the United  States  District  Court for the Southern  District of New
York and (v) agrees that service of process upon it mailed by certified  mail to
its  address  set forth in Section  6(f)  below will be deemed in every  respect
effective service of process upon it in any suit, action or proceeding.

     (e)   Notices.   All  notices,   consents,   requests,  demands  and  other
communications  herein shall be in writing and shall be deemed duly given to any
party or parties  (a) upon  delivery  to the  address of the party or parties as
specified below if delivered in person or any courier or if sent by certified or
registered mail (return receipt requested);  or (b) upon dispatch if transmitted
by confirmed telecopy or other means of confirmed  facsimile  transmissions,  in
each case as addressed to such party or parties at their  addresses as set forth
in the Purchase Agreement.  The parties hereto may designate different addresses
or facsimile numbers by written notice in the aforesaid manner.

     (f)   Survival  of  Representations and Warranties.  The  representations,
warranties  and  covenants of the Company and the Investor  contained in or made
pursuant to this  Agreement  shall  survive the  execution  and delivery of this
Agreement  and shall in no way be affected by any  investigation  of the subject
matter thereof by or on behalf of the Investor or the Company.

     (g)   Severability.  In the event any provision of this Agreement is found
to be void and unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall nevertheless be binding upon the parties with
the same effect as though the void or  unenforceable  part had been  severed and
deleted.

     (h)   Counterparts. This Agreement may be signed in two counterparts, each
of which shall be an original and both of which  together  shall  constitute one
and the same  instrument.  It shall not be  necessary  in  making  proof of this
Agreement or any  counterpart  hereof to produce or account for any of the other
counterparts.

                      [Signatures appear on following page]



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<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first written above.


                                        GSV, INC.


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


                                        D. EMERALD INVESTMENTS LTD.


                                        By: /s/ Roy Harel
                                            -------------
                                            Name:  Roy Harel
                                            Title: Manager


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