GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                                              September 20, 2006

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, in the principal amount of $200,000 (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 March 20, 2006, the Note was amended
          to extend its maturity  date to  September 1, 2006 (the "Old  Maturity
          Date").

               Brooks Station and the Company now wish to extend the maturity of
          the Note to March 1,  2007,  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.  Extension of Maturity  Date.  Brooks  Station and the Company
          agree that Section 1 of the Note is hereby amended to read as follows:

                    "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 March 1, 2007."

                    3. 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


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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/ Idan Moskovich
         ------------------
         Name:    Idan Moskovich
         Title:   President


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