Exhibit 10.1

                                    GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                                              September 20, 2004

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 three
     promissory notes (collectively, the "Notes") issued by GSV, Inc. (the
     "Company"), as follows: a promissory note dated July 21, 2003, in the
     principal amount of $200,000; a promissory note dated February 11, 2004, in
     the principal amount of $25,000; and a promissory note dated March 18,
     2004, in the principal amount of $25,000. Each of the Notes bears interest
     at the rate of 8% per annum, matured on September 1, 2004 (the "Original
     Maturity Date"), 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.

          Brooks Station and the Company now wish to extend the maturity of each
     of the Notes to March 1, 2005, 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 Original 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 each of the Notes is hereby amended to read as follows:

          "1.  The  principal  amount of this  Note,  together  with any  unpaid
     accrued interest thereon, shall be due and payable on March 1, 2005."

          3. Miscellaneous.

               (i)  Except as herein  amended,  the Notes  shall  remain in full
          force and effect.  This letter agreement may not be amended,  revised,
          terminated or waived
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          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/ Danny Golan
        ----------------
        Name:   Danny Golan
        Title:  President