Exhibit 10.2
                                                                    ------------
                                    GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                                August 31, 2005

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 Notes
                ---------------------------------------------------

Dear Sirs:

               Brooks  Station  Holdings,  Inc.  ("Brooks  Station")  holds  two
          promissory notes issued by GSV, Inc. (the "Company"),  as follows: (i)
          a promissory  note dated July 21,  2003,  in the  principal  amount of
          $200,000 (the "July 2003 Note") and (ii) a promissory note dated March
          18, 2004,  in the  principal  amount of $25,000 (the "March 2004 Note"
          and, together with the July 2003 Note, the "Notes"). Each of the Notes
          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 March 10, 2005,  each of the Notes
          was amended to extend its maturity date to September 1, 2005 (the "Old
          Maturity Date").

               Contemporaneously  with the  execution of this letter  agreement,
          the Company is paying  Brooks  Station  $27,909.59,  representing  the
          principal amount and accrued  interest on the March 2004 Note.  Brooks
          Station  hereby  acknowledges  receipt of such  payment  and  herewith
          surrenders the March 2004 Note to the Company for cancellation.

               Brooks Station and the Company now wish to extend the maturity of
          the July 2003 Note to March 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 Notes 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 July 2003 Note is hereby  amended to read
          as follows:
<PAGE>
                    "1. The  principal  amount of this Note,  together  with any
               unpaid  accrued  interest  thereon,  shall be due and  payable on
               March 1, 2006."

               3. Miscellaneous.

               (i)  Except as herein amended, the July 2003 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


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