Exhibit 10.1
                                                                    ------------

                                                January 3, 2008

116 Newark Avenue Corporation
30 Montgomery Street
Jersey City, New Jersey 07302

Attention:  Mr. Frank J. Guarini

        RE:     GSV, Inc. Promissory Note Dated as of November 30, 2005
                -------------------------------------------------------

Dear Sirs:

     This letter  describes the terms upon which 116 Newark  Avenue  Corporation
("Holder") and GSV, Inc. ("GSV") have agreed to amend and restate the Promissory
Note  dated as of  November  30,  2005 (the  "Original  Note")  issued by GSV to
Holder. In consideration of our mutual agreements, we have agreed as follows:

     1.   GSV will pay all accrued  and unpaid  interest  on the  Original  Note
          through the date of this letter.  GSV will make the  interest  payment
          promptly  following  Holder's  execution  of this letter by  certified
          check  payable  to the  order of the  Holder,  delivered  to the above
          address.

     2.   The Original  Note will be amended and restated in the form of Exhibit
          A  hereto  (the  "Substitute  Note"),  which  shall  in  all  respects
          substitute  for  the  Original  Note  and be  deemed  definitively  to
          implement  paragraphs  3 through 4 below  and  shall be  executed  and
          delivered  by GSV to the Holder  contemporaneously  with this  letter,
          together with delivery by GSV to the Holder of the executed consent of
          Polystick U.S. Corporation in the form of Exhibit B hereto.

     3.   GSV will pay the Substitute  Note's  outstanding  principal balance of
          $356,249.04 in 24 consecutive monthly  installments,  consisting of 24
          payments of $14,843.71 (each, a "Monthly  Installment").  GSV will pay
          each Monthly  Installment on or before the 20th day of the month (each
          such payment date, a "Monthly Installment Date"), beginning in January
          2008. The Maturity Date of the  Substitute  Note shall be December 20,
          2009.

     4.   Except as set forth in this  paragraph  4, no  further  interest  will
          accrue on the  outstanding  principal  balance of the Substitute  Note
          from and after the date hereof.  Notwithstanding the foregoing, if and
          only if any Monthly Installment is not received by Holder by the tenth
          (10th) day after any Monthly Installment Date (the "Trigger Date"):

          (a)  interest  at the rate of 7% per  annum  shall be  deemed  to have
               begun to accrue  from the date of this  letter on the then unpaid
               principal  balance of the Substitute  Note, and shall continue to
               accrue until all principal and accrued interest on the Substitute
               Note is paid in full; and
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          (b)  all  interest  that is accrued and unpaid as of the Trigger  Date
               shall be immediately due and payable on the Trigger Date; and
          (c)  with each Monthly  Installment  following the Trigger  Date,  GSV
               will pay all then  accrued  and  unpaid  interest  on the  unpaid
               principal  balance of the  Substitute  Note  through the relevant
               Monthly Installment Date.

     In  connection  with the  foregoing,  GSV and Holder  hereby  represent and
warrant  to each other each and every  matter set forth in clauses  (i)  through
(iv),  inclusive of Paragraph (a) of Section 7 of the Termination  Agreement (as
defined in the Original  Note) as if set forth  herein and as if each  reference
thereunder  to the  Agreement  were  deemed a  reference  to this letter and the
Substitute Note. GSV has  contemporaneously  herewith  executed and delivered to
Holder a certified copy of  resolutions  duly adopted by its board of directors,
which remain in full force and effect, authorizing the execution and delivery of
this letter and the Substitute Note.

     We may execute this amendment by separate  instruments,  both of which will
constitute  one  binding  agreement  on us.  We will deem  facsimile  signatures
originals for the purposes of this amendment.

     Please feel free to contact me with any questions.  Otherwise,  please sign
below to indicate  Holder's  acceptance of this amendment,  and fax or mail your
acceptance back to me.

                                        Sincerly,

                                        GSV, INC.


                                        Gilad Gat
                                        President


ACCEPTED AND AGREED:

116 NEWARK AVENUE CORPORATION


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