**Exhibit
      10.1**


**GSV,
      INC.**


**191
      Post Road**


**Westport,
      Connecticut 06880**








March
      11,
      2008





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, as amended, in the principal amount of
      $180,000 (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, 2007, the Note was amended
      to
      extend its maturity date to March 1, 2008 (the “Old Maturity
      Date”).





As
      of
      March 11, 2008, there is $ 32,533.33 of
      accrued and unpaid interest on the Note. Contemporaneously with the execution
      of
      this letter agreement, the Company is paying Brooks Station $30,000.00. This
      amount is to be applied against the Note as follows: (1) $10,000 against the
      accrued and unpaid interest on the Note, and (2) $20,000 against the principal
      balance of 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, 2008, 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.  Reduction
      of Principal Amount .
      Brooks
      Station and the Company agree that the principal balance of the Note is hereby
      reduced to one hundred sixty thousand dollars ($160,000).





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











***Brooks
      Station Holdings, Inc.***


***August
      31, 2007***


***Page
      2***




“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,
      2008.”





4.  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 GatName:
                Gilad GatTitle:
                Chief Executive Officer and
                President





Acknowledged
      and agreed:





**BROOKS
      STATION HOLDINGS, INC.**








By:
            /s/
                Idan MoskovichName:
                Idan MoskovichTitle:
                President





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