Exhibit 10.1

                                   AGREEMENT

          AGREEMENT (this "Agreement"), dated as of May 10, 2006 (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;
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 January 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 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:
<PAGE>
          3.1 Right to Convert.  At any time prior to May 10,  2007,  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, as amended by an agreement
     dated as of May 10,  2005 and an  agreement  dated as of May 10,  2006 (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, 2007 (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:

        (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


                                      -2-
<PAGE>
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 are set forth in Annex A hereto.

        (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, 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.


                                      -3-
<PAGE>
        (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  representatios,
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]


                                      -4-
<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


                                      -5-
<PAGE>
                                                                         Annex A

             Certificate of Designations of Series C Preferred Stock
             -------------------------------------------------------
                                See the attached.
<PAGE>
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK

                                       OF

                                    GSV, INC.

               GSV,  Inc.  (the  "Corporation"),  a  corporation  organized  and
existing under the General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

               That, pursuant to authority conferred upon the Board of Directors
of the  Corporation  (the  "Board")  by the  Certificate  of  Incorporation  (as
amended) (the "Certificate of  Incorporation")  of said  corporation,  the Board
adopted a resolution, which resolution is as follows:

         RESOLVED, that a series of the Corporation's Preferred Stock consisting
               of  200,000  shares  of  Preferred   Stock,  be  and  hereby  is,
               designated as "Series C Convertible  Preferred Stock",  par value
               $.001 per share (the  "Series C Preferred  Stock"),  and that the
               Series C  Preferred  Stock shall have the  designations,  powers,
               preferences,   rights   and   qualifications,   limitations   and
               restrictions  as set forth in the  Certificate  of  Designations,
               Preferences  and Rights of Series C Convertible  Preferred  Stock
               (the "Series C Certificate").

               That said Series C Certificate  states that the Board does hereby
fix and herein  state and express such  designations,  powers,  preferences  and
relative  and  other  special  rights  and   qualifications,   limitations   and
restrictions thereof as follows.

     1. Certain  Definitions.  Unless the context otherwise requires,  the terms
defined herein shall have the meanings herein specified.

        (a) Common  Stock.  The term "Common Stock" shall mean the Common  Stock
of the Corporation, $.001 par value per share.

        (b) Junior Stock.  The term "Junior Stock"  shall  mean the Common Stock
and any class or series of stock of the  Corporation,  whether now or  hereafter
authorized,  that by the  terms of the  Certificate  of  Incorporation  or of an
instrument of the Board, acting pursuant to authority granted in the Certificate
of Incorporation  establishing such class or series shall be subordinated to the
Series C  Preferred  Stock in respect of the right to receive  dividends  and in
respect to the right to receive  any assets  upon  liquidation,  dissolution  or
winding up of the affairs of the Corporation.

        (c) Parity  Stock.   The  term  "Parity  Stock"  shall mean any class or
series of stock of the Corporation, whether now or hereafter authorized, that by
the terms of the Certificate of  Incorporation or of an instrument of the Board,
acting  pursuant  to  authority  granted  in the  Certificate  of  Incorporation
establishing  such class or  series,  and  without  violation  of any  provision
hereof,  shall be pari passu to the Series C  Preferred  Stock in respect of the
right to receive  dividends  and in  respect to the right to receive  any assets
upon liquidation, dissolution or winding up of the affairs of the Corporation.

        (d) Senior Stock. The term "Senior Stock" shall mean any class or series
of stock of the Corporation,  whether now or hereafter  authorized,  that by the
terms of the  Certificate  of  Incorporation
<PAGE>
or of an instrument of the Board,  acting  pursuant to authority  granted in the
Certificate  of  Incorporation  establishing  such class or series,  and without
violation  of any  provision  herein,  shall be senior to the Series C Preferred
Stock in respect of the right to receive  dividends  and in respect to the right
to receive any assets upon liquidation, dissolution or winding up of the affairs
of the Corporation. The Series B Preferred Stock will be Senior Stock and is the
only Senior Stock on the date hereof.

        (e) Series  B  Preferred  Stock.  The term  "Series B  Preferred  Stock"
shall mean the shares of Series B Convertible  Preferred Stock,  $.001 par value
per share, currently outstanding.

     2. Designation,  Amount and Par Value. The series of preferred stock  shall
be  designated  as the  Series C  Convertible  Preferred  Stock  (the  "Series C
Preferred Stock") and the number of shares so designated shall be 200,000.  Each
share of Series C Preferred Stock shall have a par value of $.001 per share.

     3. Voting.

        (a) Except as set forth in paragraph (b) of this Section 3 and except as
to matters on which the holders of Series C  Preferred  Stock may  otherwise  be
entitled to vote as a matter of law, no holder of Series C Preferred Stock shall
be entitled to vote for any matter.

        (b)  Without the prior written consent of the holders of not less than a
majority  of the then  outstanding  shares  of  Series C  Preferred  Stock,  the
Corporation may not

             (i) issue any additional shares of Series C Preferred Stock; or

             (ii) issue any Senior  Stock  or  Parity  Stock, unless such Senior
     Stock or Parity Stock, as the case may be, is to be issued in exchange for

                  (A) cash and/or  services  rendered or to be rendered  from or
          by one or more  persons  or  entities  who are not  Affiliates  of the
          Corporation in an aggregate  amount, in the case of cash, or value (as
          determined by the Board in good faith), in the case of services,  that
          is equal to or greater than the  aggregate  liquidation  preference of
          such Senior Stock or Parity Stock,  as the case may be,  provided that
          if issued in exchange for services to be rendered,  such  services are
          to be rendered pursuant to legally binding commitments; or

                  (B) equity  securities (including  securities convertible into
          equity  securities) or assets of one or more  businesses  that are not
          Affiliates  of the  Corporation,  in  either  case  having a value (as
          determined  by the Board in good  faith)  that is equal to or  greater
          than the  aggregate  liquidation  preference  of such Senior  Stock or
          Parity Stock, as the case may be.

        For purposes hereof, an "Affiliate" of  any  specified person or  entity
means any other person or entity directly or indirectly controlling,  controlled
by or under direct or indirect  common control with,  such  specified  person or
entity.

     4. Dividends. No  dividends  shall be payable on  the  Series  C  Preferred
Stock.


                                      -2-
<PAGE>
     5. Liquidation.

        (a) Upon liquidation, dissolution or winding up of the Corporation (each
a "Liquidation  Event"),  whether  voluntary or involuntary,  the holders of the
Series C Preferred Stock (each, a "Holder" and collectively the "Holders") shall
be entitled,  after any  distribution or payment is made to any holder of Senior
Stock but  before  any  distribution  or payment is made to any holder of Common
Stock or any other Junior  Stock,  to be paid an amount equal to $1.00 per share
(appropriately  adjusted to reflect any stock split,  stock  combination,  stock
dividend,  reclassification  or like  transaction),  such  amount  payable  with
respect to one share of Series C Preferred Stock being sometimes  referred to as
the "Series C Liquidation  Preference Payment" and with respect to all shares of
Series  C  Preferred  Stock  being  sometimes  referred  to  as  the  "Series  C
Liquidation Preference Payments." If, upon any Liquidation Event, the net assets
of the Corporation  distributable among the holders of all outstanding shares of
the Series C Preferred Stock shall be insufficient to permit the payment in full
to such  Holders of all amounts to which such Holders  shall be entitled  upon a
Liquidation  Event,  then  the  entire  net  assets  of  the  Corporation  to be
distributed  to the Holders shall be  distributed  among the Holders  ratably in
proportion  to the full amounts to which they would  otherwise  be  respectively
entitled in the event of a Liquidation Event.

        (b) After  the  distributions  described in Section 5(a) above have been
paid, subject to the rights of a series of Senior Stock or Parity Stock that may
from time to time come into existence,  the remaining  assets of the Corporation
available for  distribution to the stockholders  shall be distributed  among the
holders of the Junior Stock in accordance with the Certificate of  Incorporation
or an  instrument  of the Board,  acting  pursuant to  authority  granted in the
Certificate of Incorporation.

        (c) For purposes hereof, a  Liquidation Event shall be deemed to include
any (x) merger or consolidation of the Corporation with or into any other entity
(other  than a merger or  consolidation  in which  shares  of the  Corporation's
voting securities  outstanding  immediately  before such merger or consolidation
are  converted  into or  constitute  shares which  represent  50% or more of the
voting  power  of  the  surviving   entity's   voting   securities   after  such
consolidation or merger), (y) sale or disposition of all or substantially all of
the  assets  of the  Corporation,  or  (z)  transaction  or  series  of  related
transactions  in which any person or entity or "group"  (as  defined  under Rule
13d-5(b)  under the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor rule),  acquires beneficial  ownership (as determined in
accordance  with Rule 13d-3 under the Exchange Act, or any successor  rule) of a
controlling  interest in the Corporation  (for purposes of such  definition,  to
mean in excess of a majority of the voting power of the voting securities of the
Corporation).

     6. Conversions. The  holders  of  Series C  Preferred  Stock shall have the
following conversion rights:

        (a) Right  to  Convert.  Subject  to the terms  and  conditions  of this
Section 6, the Holder of any share or shares of Series C  Preferred  Stock shall
have the right,  at its option at any time, to convert any such shares of Series
C Preferred Stock into Common Stock (except that upon any  Liquidation  Event of
the Corporation  pursuant to Section 5, the right of conversion  shall terminate
at the close of business on the business day prior to the business day fixed for
payment of the amount  distributable on the Series C Preferred Stock).  The date
of  determination of the number of shares of Common Stock issued upon conversion
of the Series C Preferred  Stock pursuant to this Section 6(a) shall be the date
(the  "Conversion  Date")  that the  Conversion  Notice and the  certificate  or
certificates for the shares so converted is received by the Corporation.

        (b) Conversion  Process.  To  effect  conversions  of Series C Preferred
Stock,  Holders shall deliver to the Corporation at its principal  office during
its usual business  hours,  the  certificate or

                                      -3-
<PAGE>
certificates  for the shares so converted,  together  with a duly  completed and
executed  Conversion  Notice,  in the form  attached  hereto  as  Exhibit  A. As
promptly as practicable  thereafter,  the Corporation shall issue and deliver to
such  Holder  a  certificate  or  certificates,  registered  in the name of such
Holder,  for the number of whole  shares of Common Stock to which such Holder is
entitled upon such  conversion,  together with any payment in lieu of fractional
shares to which such Holder may be  entitled.  Once  delivered,  a delivery of a
Conversion Notice shall be irrevocable.

        (c) Conversion Rate. Subject to the terms and conditions of this Section
6, the Series C Preferred  Stock  shall  initially  convert  into such number of
fully  paid  and  non-assessable  shares  of  Common  Stock  as is  obtained  by
multiplying  the number of shares of Series C Convertible  Preferred Stock to be
so converted by $1.00 per share and (ii)  dividing the result by the  conversion
price (which  initially  shall be $1.00 per share) or, in case an  adjustment of
such rate has taken place  pursuant to the  provisions of Section 6(e),  then at
the  conversion  rate as last  adjusted  and in  effect at the date any share or
shares of Series C Preferred Stock are  surrendered  for conversion  pursuant to
Section 6(a) (such rate, or such rate as last adjusted, being referred to as the
"Series C Conversion Rate").

        (d) Fractional  Shares.  No   fractional  shares  shall  be  issued upon
conversion  of Series C Preferred  Stock into Common  Stock.  If any  fractional
shares of Common Stock would be delivered upon such conversion, the Corporation,
in  lieu  of  delivering  such  fractional  share,   shall  pay  to  the  Holder
surrendering the Series C Preferred Stock for conversion an amount in cash equal
to the current fair market value of such fractional  share as determined in good
faith by the Board.

        (e) Adjustment of  Series C Conversion Rate. (i) The Series C Conversion
Rate shall be subject to  adjustment  from time to time in case the  Corporation
shall pay a stock  dividend on its Common Stock,  or shall  subdivide or combine
the  outstanding  shares of Common  Stock or Series C  Preferred  Stock.  On the
record date for such event as determined  by the Board,  the Series C Conversion
Rate shall be  proportionately  adjusted.  Upon any  adjustment  of the Series C
Conversion  Rate, then and in each such case the Corporation  shall give written
notice thereof,  by first class mail, postage prepaid,  to each holder of record
of Series C Preferred  Stock,  which  notice shall state the Series C Conversion
Rate  resulting  from such  adjustment,  setting forth in reasonable  detail the
method of calculation and the facts upon which such calculation is based.

        (f) Reorganization or Reclassification. Without  limiting any  provision
of  Section  5  hereof,   if  any  capital   reorganization,   reclassification,
recapitalization, consolidation, merger, sale of all or substantially all of the
Corporation's  assets or other similar  transaction (any such transaction  being
referred to herein as an "Organic  Change") shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for Common  Stock,  then,  as a condition of such
Organic Change, lawful and adequate provisions shall be made whereby each holder
of a share or  shares of  Series C  Preferred  Stock  that  remains  outstanding
thereafter  shall  thereupon have the right to receive,  upon the basis and upon
the terms and conditions  specified  herein and in lieu of or in addition to, as
the case may be, the shares of Common Stock immediately  theretofore  receivable
upon the  conversion of such share or shares of Series C Preferred  Stock,  such
shares of stock,  securities  or assets as may be issued or payable with respect
to or in exchange for a number of outstanding  shares of such Common Stock equal
to the number of shares of such Common Stock immediately  theretofore receivable
upon such  conversion had such Organic Change not taken place,  and  appropriate
provisions shall be made with respect to the rights and interests of each Holder
to the end that the provisions hereof (including without  limitation  provisions
for adjustments of the Series C Conversion Rate) shall thereafter be applicable,
as nearly as may be, in  relation to any shares of stock,  securities  or assets
thereafter deliverable upon the exercise of such conversion rights.


                                      -4-
<PAGE>
     7. Notices. Any and all notices or other communications or deliveries to be
provided by the Holders of the Series C Preferred  Stock  hereunder,  including,
without  limitation,  any Conversion  Notice,  shall be in writing and delivered
personally,  by facsimile or sent by a nationally  recognized  overnight courier
service,  addressed  to the  attention  of  the  President  of  the  Corporation
addressed to 191 Post Road West,  Westport,  CT,  06880,  Facsimile  No.:  (203)
221-2691, Attention:  President, or to such other address or facsimile number as
shall be specified in writing by the Corporation  for such purpose.  Any and all
notices or other  communications or deliveries to be provided by the Corporation
hereunder shall be in writing and delivered personally,  by facsimile or sent by
a nationally  recognized overnight courier service,  addressed to each Holder at
the facsimile  telephone number or address of such Holder appearing on the books
of the Corporation, or if no such facsimile telephone number or address appears,
at the  principal  place  of  business  of  the  Holder.  Any  notice  or  other
communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior  to  6:30  p.m.  (New  York  City  time)  (with  confirmation  of
transmission),  (ii) the date after the date of transmission,  if such notice or
communication  is delivered  via  facsimile at the  facsimile  telephone  number
specified in this Section  later than 6:30 p.m. (New York City time) on any date
and earlier than 11:59 p.m. (New York City time) on such date (with confirmation
of  transmission),  (iii)  upon  receipt,  if  sent by a  nationally  recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

     8. Stock to be Reserved. The Corporation will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon the conversion of Series C Preferred Stock as herein provided,  such number
of shares of Common Stock as shall then be issuable  upon the  conversion of all
outstanding shares of Series C Preferred Stock.

     9. Issue Tax. The issuance of certificates for shares of Common  Stock upon
conversion  of Series C  Preferred  Stock  shall be made  without  charge to the
holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Corporation  shall not be required to pay any tax that may be payable in respect
of any transfer  involved in the issuance and delivery of any  certificate  in a
name other than that of the holder of the Series C Preferred Stock that is being
converted.

     10. Status of Converted Shares. In  case  any  shares of Series C Preferred
Stock shall be converted pursuant hereto, the shares of Series C Preferred Stock
so converted  shall be canceled,  shall not be re-issuable and shall cease to be
part of the authorized capital stock of the Corporation.

     11. Amendments. Except where  the vote or written consent of the holders of
a greater number of shares of the  Corporation is required  herein or by law, no
provision  of this  Series C  Certificate  may be  amended,  modified  or waived
without the  written  consent or  affirmative  vote of the  Corporation  and the
holders  of at least a  majority  of the then  outstanding  shares  of  Series C
Preferred Stock consenting or voting, as the case may be, separately as a class.

     12. Lost Certificates. Upon receipt  of evidence reasonably satisfactory to
the  Corporation  of the  loss,  theft,  destruction  or  mutilation  of a stock
certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
receipt of an indemnity agreement reasonably satisfactory to the Corporation, or
in the case of any such mutilation upon surrender and cancellation of such stock
certificate,  the Corporation will make and deliver a new stock certificate,  of
like  tenor,  in  lieu  of  the  lost,  stolen,  destroyed  or  mutilated  stock
certificate at the Corporation's own expense.


                                      -5-
<PAGE>
     IN WITNESS  WHEREOF,  GSV, Inc. has caused this certificate to be signed by
an authorized officer as of November 30, 2005.

                                                     GSV, INC.


                                                     By:/s/ Gilad Gat
                                                        -------------
                                                        Gilad Gat
                                                        President


                                      -6-
<PAGE>
                                                                       Exhibit A

                            FORM OF CONVERSION NOTICE

To: GSV, Inc.

     The undersigned  owner of _______ shares of Series C Convertible  Preferred
Stock, $.001 par value per share (the "Series C Preferred Stock"),  of GSV, Inc.
(the "Corporation")  hereby irrevocably exercises the option to convert _____ of
Series C Preferred Stock, into shares of Common Stock, $.001 par value per share
of  the  Corporation,  in  accordance  with  the  terms  of the  Certificate  of
Designations,  Preferences  and  Rights for the Series C  Preferred  Stock,  and
directs  that the  certificate  or  certificates  for the  shares  issuable  and
deliverable  upon the  conversion  be issued in the name of and delivered to the
undersigned,  unless a different name has been indicated below. If shares are to
be issued in the name of a person other than the  undersigned,  the  undersigned
will pay any transfer taxes payable with respect thereto.


--------------------------------------------------------------------------------
Name

--------------------------------------------------------------------------------
Address


Social security or other taxpayer  identifying  number of the registered  holder
is:

--------------------------------------------------------------------------------

Dated:                          Signature:
      ----------                          --------------------------------------
                                (Must conform in all respects to name of Holder
                                appearing on face of the certificate reflecting
                                the shares of Series C Preferred Stock)


                                      -7-