Exhibit 10.1

                                    AGREEMENT

     AGREEMENT  (this  "Agreement"),  dated as of May 7,  2007  (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;

                WHEREAS,  pursuant to an agreement dated as of May 10, 2005, the
Investor and the Company  extended and renewed the Convertible  Note and Warrant
such that the maturity  date of the  Convertible  Note became May 10, 2007,  the
last date on which the  Convertible  Note could be  converted  into common stock
became May 10, 2006 and the expiration date of the Warrant became May 10, 2006;

                WHEREAS, pursuant to an agreement dated as of May 10, 2006,  the
Investor and the Company  extended and renewed the Convertible  Note and Warrant
such that the maturity date of the Convertible Note became January 10, 2008, the
last date on which the  Convertible  Note could be  converted  into common stock
became May 10, 2007 and the expiration  date of the Warrant became May 10, 2007;
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  again
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 July  10,  2008  (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
<PAGE>
          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 July 10, 2008, 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 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 (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, 2008 (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:


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<PAGE>
                (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,  except insofar as such rights are affected by the terms of
the  Company's  Series C  preferred  stock,  the  provisions  of which have been
previously provided to the Investor.

                (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,


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<PAGE>
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 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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