Exhibit 10.4
                                                                    ------------

                                    GSV, INC.
                               191 Post Road West
                           Westport, Connecticut 06880


                                                              January 7, 2008

Mr. Sagi Matza
c/o GSV, Inc.
191 Post Road
Westport, CT 06880

                RE:      Consulting Agreement

Dear Sagi:

     This will confirm the arrangements,  terms and conditions (the "Agreement")
under which you have been retained to serve as a consultant  and advisor to GSV,
Inc., on a  nonexclusive  basis.  This Agreement will be in effect from the date
first above written and shall continue  until  terminated as provided below (the
"Term").

     During the Term, you will be engaged as a consultant by and advisor to GSV.
All  services  hereunder  will be performed  diligently  and  competently  as is
appropriate to fulfill the objectives of the assignments as provided to you from
time to time by the Board of Directors (the "Board"). You will have the right to
establish  the  hours  for your  work,  provided  that you  will  make  yourself
available  from time to time as reasonably  required,  principally  by telephone
from outside the United States,  with occasional  visits to the United States as
necessary.  You will furnish the necessary tools,  equipment,  materials and the
like to fulfill your assignments under this Agreement.

     You are an independent contractor, and not an employee of GSV. By virtue of
the relationship  described in this Agreement,  your  relationship to GSV during
the Term shall only be that of an  independent  contractor and you shall perform
all services under this Agreement as an  independent  contractor.  You shall not
have any authority to act for, represent or bind GSV or any affiliate thereof in
any manner, except as may be expressly agreed to by the Board from time to time.

     In  consideration  of the  consulting  services that you will provide under
this  agreement,  GSV  will pay you a  monthly  fee of  eight  thousand  dollars
($8,000).  You will also be  entitled  to  reimbursement  of  direct  documented
expenses  incurred  by you in the course of your  duties  under this  Agreement,
provided such expenses are approved in accordance with GSV's standard practices.
It is understood and agreed that your  engagement as an  independent  contractor
will not  constitute you as an employee of GSV for any purpose  whatsoever,  and
that you will not be entitled to the benefit of any employee plans,  programs or
benefits mandated by applicable law, including insurance benefits, of GSV.

     GSV will provide you with a Form 1099  pertaining to  compensation  paid in
respect  of any  consulting  services  provided  to GSV from  within  the United
States. The Company will not (i) withhold Social Security or Medicare taxes from
payments to you or make Social Security or Medicare tax payments on your behalf,

<PAGE>
(ii) make  state or  federal  unemployment  compensation  contributions  on your
behalf,  or (iii)  withhold state or federal income tax from amounts paid to you
hereunder. You shall pay all taxes incurred by it while performing the Services,
including all applicable income taxes.

     You  represent  and warrant to GSV that the  execution and delivery of this
Agreement and the transactions contemplated hereby will not violate or cause the
violation of any oral or written  agreement to which you are a party or by which
you are bound. In addition,  you agree to the restrictive covenants set forth on
Appendix A to this Agreement.

     Either you or GSV can terminate  this  Agreement at any time for any reason
upon prior written notice,  provided that the restrictive covenants set forth on
Appendix A, and this paragraph, shall survive such termination. Upon termination
of this Agreement you shall  surrender any and all books,  lists,  files,  maps,
computer records (or copies,  transcriptions or excerpts of the same) related in
any way to the business of GSV.

     During the Term of this  Agreement,  you shall be free to engage in outside
employment. Neither this Agreement nor any rights or obligations may be assigned
by you without the prior written  consent of GSV. No  modification  or waiver of
this  Agreement is valid unless it is in writing and signed by you and GSV. This
Agreement  is an entire  and  complete  understanding  between  you and GSV with
regard to the  covered  subject  matter  and  supersedes  all prior  discussions
arrangements  between the  parties  relating  thereto.  This  Agreement  will be
governed  and  construed  under  the  laws of the  State  of New  York,  without
reference to its conflict of laws provisions.

     To indicate your acceptance of our offer,  please  countersign  this letter
where indicated below and return a copy of the same to me.

                                    GSV, Inc.



                                    By:
                                        Gilad Gat
                                        President


Agreed and Accepted:



----------
Sagi Matza

<PAGE>
                                                                      Appendix A
                                                                      ----------

Restrictive Covenants
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1.   General.

     The Consultant acknowledges and agrees that his services hereunder are of a
     special, unique, extraordinary and intellectual character, and his position
     with GSV places him in a position of confidence  and trust with the clients
     and  employees  of  GSV.  The  Consultant   consequently  agrees  that  the
     restrictive  covenants  contained  herein are  reasonable  and necessary in
     order to protect  and  maintain  the trade  secrets,  business,  assets and
     goodwill of the Company.

2.   Confidentiality.

     Consultant  agrees that  Consultant will not, at any time, (i) disclose any
     trade  secret  or  confidential  information  related  to GSV or any of its
     Affiliates  (including  but not  limited  to cost or  pricing  information,
     customer lists,  commission plans,  supply  information,  internal business
     procedures,  market studies, information concerning pending or contemplated
     acquisitions or expansion plans of GSV or its Affiliates,  the existence of
     negotiations  concerning  the  same,  and  similar  non-public  information
     relating to GSV's or its Affiliates' internal operations,  business, plans,
     policies,  practices,  or any other information  specifically designated by
     GSV as confidential) ("Confidential  Information"),  to any Person, or (ii)
     use or permit the use of any Confidential Information in any way to compete
     (directly or indirectly)  with GSV or its Affiliates or in any other manner
     adverse to GSV or its Affiliates;  provided, however, that the Confidential
     Information  referenced  in the preceding  provision  shall not include any
     information or knowledge that: (i) is already  generally  publicly known or
     that subsequently  becomes generally  publicly known other than as a direct
     or indirect  result of the breach of this Agreement by Consultant,  (ii) is
     generally disclosed as required by a governmental agency or applicable law,
     or (iii) is disclosed to  Consultant  by a third party who has the right to
     disclose such information and has no confidentiality obligation to GSV. The
     Confidential  Information  relates  to the  conduct  of  GSV's  and/or  its
     Affiliates' business, is of independent economic value to GSV because it is
     not generally  known,  and is the subject of efforts by GSV to maintain its
     secrecy.  Consultant acknowledges that the right to maintain the secrecy of
     the Confidential  Information  constitutes a proprietary  right that GSV is
     entitled  to  protect  and  that  the  disclosure  or  improper  use of the
     Confidential Information by Consultant will cause irreparable harm to GSV.

3.   Proprietary Rights.

     (a)  Company Records; Return to Company. All books,  documents,  lists, and
          records   pertaining   to  GSV's  and/or  its   Affiliates'   business
          (collectively, the "Records"), whether the Records are written, typed,
          printed, contained on microfilm, contained on computer disc, contained
          in tape, or are set forth in some other medium of expression,  are the
          sole  and  exclusive   property  of  GSV.  Upon  the   termination  of
          Consultant's  relationship with GSV,  Consultant shall promptly return
          to GSV  all  Records  and  copies  thereof  that  are in  Consultant's
          possession or that Consultant has removed from GSV's premises.
<PAGE>
     (b)  Ownership   of   Proprietary   Rights;   Work  for  Hire.   Consultant
          acknowledges  and agrees  that all work  performed  by or on behalf of
          Consultant  under this  Agreement  shall  constitute  a "work made for
          hire" for purposes of the U.S.  Copyright Act of 1976, as amended.  In
          addition,  Consultant  hereby  assign  to GSV all  proprietary  rights
          including, but not limited to, all patents, copyrights, trade secrets,
          and trademarks Consultant might otherwise have, by operation of law or
          otherwise, in all inventions,  discoveries, works, ideas, information,
          knowledge,  and data related to  Consultant's  access to  Confidential
          Information.

     (c)  Supporting Documents. Consultant further agrees to execute and deliver
          any additional documents,  instruments,  applications, oaths, or other
          writings  necessary or desirable  to further  evidence the  assignment
          described  in Section 3(b)  ("Supporting  Documents").  If  Consultant
          fails or  refuses to execute  or  deliver  any  Supporting  Documents,
          Consultant  hereby agree, to the fullest extent permitted by law, that
          the  President  of GSV   shall  be  appointed,  and the same is hereby
          irrevocably   appointed,   Consultant's   attorney-in-fact  with  full
          authority to execute  Supporting  Documents and perform all other acts
          necessary  to  further   evidence  such   assignment.   GSV  shall  be
          responsible  for drafting and  delivering to Consultant  for execution
          any and all Supporting Documents.

4.   Covenant Not to Compete.  For and in  consideration of the payments made to
     Consultant  under this  Agreement,  Consultant,  by signing this Agreement,
     covenants  and agrees that  Consultant  will not,  directly  or  indirectly
     without the prior written consent of GSV, for or on behalf of any Person:

     (a)  During  the Term of this  Agreement  and for a period  of one (1) year
          afterwards, become interested or engaged as a shareholder, bondholder,
          creditor, officer, director, partner, agent, contractor with, employer
          or  representative  of,  or in any  manner  associated  with,  or give
          financial,  technical,  or other assistance to, any Person (as defined
          below) for the  purpose  of  engaging  in the  business  of  providing
          services in competition with GSV or its Affiliates; provided, however,
          that the  ownership of less than one percent  (1%) of the  outstanding
          stock of any  publicly-traded  corporation shall not be deemed to be a
          violation of this Section 4(a) solely by reason of it; or

     (b)  During  the Term of this  Agreement  and for a period  of one (1) year
          afterwards,  enter into any agreement with, service, assist or solicit
          the business of any customers of GSV or its Affiliates for the purpose
          providing  services for those customers in competition with GSV or its
          Affiliates  or to cause them to reduce or end their  business with GSV
          or such Affiliates; or

     (c)  During  the Term of this  Agreement  and for a period  of one (1) year
          afterwards,  hire,  retain,  or solicit the  employment or services of
          employees, or representatives of GSV or its Affiliates for the purpose
          of causing them to leave the employment of GSV or its Affiliates;

     (d)  Upon  the  written  request  of  Consultant  during  the  term  of the
          non-compete  provision,  GSV may waive Section 4(a) as it applies to a
          specifically   identified  company,  and  such  waiver  shall  not  be
          unreasonably delayed or withheld.
<PAGE>
     (e)  Consultant  represents to GSV that the enforcement of the restrictions
          contained in this Agreement would and will not be unduly burdensome to
          Consultant.  The  parties  to this  Agreement  hereby  agree  that the
          covenants  contained in this  Agreement are  reasonable  and necessary
          restrictions  for the purpose of  protecting  the  goodwill  and other
          business  interests of GSV or its Affiliates,  which includes GSV's or
          its  Affiliates'  expectation  of  expanding  their  business  without
          competition from Consultant for such period. In the event that a court
          should determine that any of such restrictions are unenforceable,  the
          parties agree that this Agreement  shall  nevertheless  be enforceable
          for the maximum term and maximum geographical area allowed by law.

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