Exhibit 10.2
                                                                    ------------


                                    GSV, INC.

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE


THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF
1933, AS AMENDED,  OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM  REASONABLY  SATISFACTORY  TO THE ISSUER  THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS.

                                                           As of January 3, 2008


     FOR VALUE RECEIVED, GSV, INC., a Delaware corporation ("Company"), with its
principal  office at 191 Post Road West,  Westport,  Connecticut  06880,  hereby
promises  to pay to the order of 116  NEWARK  AVENUE  CORPORATION,  a New Jersey
corporation  ("Holder"),  with its  principal  office at 30  Montgomery  Street,
Jersey  City,  New Jersey 07302 (the  "Holder's  Office"),  or its assigns,  the
principal  amount of Three  Hundred  Fifty-Six  Thousand Two Hundred  Forty-Nine
Dollars and Four Cents  ($356,249.04) (the "Principal  Amount"),  such Principal
Amount  payable  in 24 equal  installments  (each a  "Monthly  Installment")  of
Fourteen  Thousand  Eight  Hundred  Forty-Three  Dollars and  Seventy-One  Cents
($14,843.71), each payable on the 20th day of each calendar month succeeding the
date hereof commencing with January 20, 2008 (each a "Monthly Installment Date")
with the entire remaining  principal  balance hereof due and payable on December
20,  2009,  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.  This Note  shall not  accrue  interest,  except  that,  in the event the
Company shall not timely make payment of any Monthly Installment within ten days
of its applicable  Monthly  Installment  Date (the "Trigger Date") in the manner
herein set forth,  then, on the Trigger Date,  interest on the unpaid balance of
the  Principal  Amount  from  time to time  outstanding  from and after the date
hereof at the rate of 7% per annum  ("Interest")  shall  immediately  be due and
payable and  thereafter  shall be due and  payable on the unpaid  balance of the
Principal  Amount  from time to time  outstanding  together  with  each  Monthly
Installment hereof. The unpaid Principal Amount,  together with the then accrued
unpaid Interest and all other amounts owed  hereunder,  shall be due and payable
on each Monthly Installment Date and the Maturity Date. Payment of the Principal
Amount and Interest  hereunder shall be made by certified check to the Holder at
the Holder's office or wire transfer of immediately available good funds to such
bank account as the Holder may  designate by notice to the Company  prior to any
such payment.

     This Note is subject to prepayment in whole or in part at any time and from
time to time without penalty or premium, but with Interest to the extent accrued
as aforesaid on the amount  prepaid to the date of prepayment.  All  prepayments
will first be applied to the  repayment  of accrued fees and  expenses,  then to
Interest  accrued on this Note as aforesaid  through the date of such prepayment
until all then  outstanding  accrued  Interest has been paid,  and then shall be
applied to the repayment of the Principal Amount.
<PAGE>
     1.   Default.

          1.1  Events of Default.  Upon the  occurrence  of any of the following
events (herein "Events of  Default"):


               (i)  The  Company  shall  fail to pay the  Principal  Amount  and
          Interest  accrued as aforesaid on any Monthly  Installment Date or the
          Maturity Date;

               (ii) if this  Note or any  Collateral  Document  (as  hereinafter
          defined) shall cease to be enforceable in accordance with its terms;

               (ii) (A) The  Company  shall  commence  any  proceeding  or other
          action   relating  to  it  in  bankruptcy   or  seek   reorganization,
          arrangement,  readjustment  of its debts,  receivership,  dissolution,
          liquidation,  winding-up,  composition  or any other  relief under any
          bankruptcy  law,  or  under  any  other  insolvency,   reorganization,
          liquidation,  dissolution,  arrangement,  composition, readjustment of
          debt or any other similar act or law, of any jurisdiction, domestic or
          foreign,  now  or  hereafter  existing;  or  (B)  the  Company  or any
          Subsidiary  shall admit the  material  allegations  of any petition or
          pleading in connection with any such proceeding; or (C) the Company or
          any  Subsidiary  shall  apply for,  or consent  or  acquiesce  to, the
          appointment of a receiver, conservator, trustee or similar officer for
          it or for all or a substantial part of its property or admit generally
          an  inability  to pay its debts as they become due; or (D) the Company
          or any Subsidiary  shall make a general  assignment for the benefit of
          creditors;

               (iii) (A) The  commencement  of any  proceedings or the taking of
          any  other  action  against  the  Company  in  bankruptcy  or  seeking
          reorganization,  arrangement,  readjustment of its debts, liquidation,
          dissolution,  arrangement,  composition, or any other relief under any
          bankruptcy  law or any other  similar act or law of any  jurisdiction,
          domestic or foreign,  now or hereafter existing and the continuance of
          any of such  event for  thirty  (30)  days  undismissed,  unbonded  or
          undischarged;  or (B)  the  appointment  of a  receiver,  conservator,
          trustee or similar officer for the Company for any of its property and
          the continuance of any of such event for thirty (30) days undismissed,
          unbonded  or  undischarged;  or  (C)  the  issuance  of a  warrant  of
          attachment,  execution or similar  process against any of the property
          of the Company and the  continuance of such event for thirty (30) days
          undismissed, unbonded and undischarged;

               (iv) Any of the Company's representations or warranties contained
          herein or in the Termination,  Settlement and Release  Agreement dated
          as of  November  30,  2005 (the  "Termination  Agreement"),  or in the
          letter   agreement  dated  as  of  the  date  hereof  (the  "Amendment
          Agreement"),   each  between  the  Company  and  the  Holder,  or  any
          representation or warranty  contained in any Collateral  Document,  is
          false or misleading in any material respect; or

               (v) The  Company  shall  breach or fail to perform or observe any
          obligation,  covenant, term, condition,  provision or agreement of the
          Company  contained  in this Note or the  Termination  Agreement or the
          Amendment Agreement,  or any Collateral Document,  after giving effect
          to any  applicable  notice  provisions  and  cure  periods;  provided,
          however,  that with  respect  to a failure  to comply  with any of the
<PAGE>
          provisions  of Sections  2.2(a) and (c) of this Note,  such failure is
          not  remedied  within  twenty (20) days after the earlier of Company's
          receipt of written  notice of same or the Company's  becoming aware of
          such failure;

then,  and in any such  event,  the Holder,  at its option and  without  written
notice to the Company, may declare the entire Principal Amount of this Note then
outstanding  together  with any accrued  Interest  thereon  immediately  due and
payable, and the same shall forthwith become immediately due and payable without
presentment,  demand,  protest,  or other  notice of any kind,  all of which are
expressly  waived,  and  exercise  any and all other legal or  equitable  rights
resulting  therefrom.  The  Events of Default  listed  herein are solely for the
purpose of protecting the interests of the Holder of this Note.

          1.2 Enforcement; Non-Waiver  and  Other  Remedies. (a) In the case any
one or more  Events of Default  shall have  occurred,  the Holder may proceed to
protect and enforce  its  rights,  either by suit in equity  and/or by action at
law, whether for the specific performance of any covenant or agreement contained
in this Note,  or any  Collateral  Document,  or to enforce  any other  legal or
equitable  right  thereof,  or, upon  accelerating  the required  payment of the
Principal  Amount of this Note and accrued  Interest thereon as provided herein,
may proceed to enforce the payment of all sums due upon this Note.  In the event
an Event of Default shall have occurred and the Holder of this Note shall employ
attorneys,  or incur other costs and expenses for the collection of payments due
or to become due, or for the  enforcement  or  performance  or observance of any
obligation  or  agreement  of the  Company  under this Note,  or any  Collateral
Document,  the Company  agrees that it will pay to the  Holder,  on demand,  the
reasonable  fees of such  attorney  together  with all other  costs and  expense
incurred by Holder.

          (b) No  course of dealing, delay or omission on the part of the Holder
of this Note in  exercising  any right  hereunder  shall  operate as a waiver or
otherwise  prejudice  the right of the Holder of this Note.  Holder shall not be
deemed to have waived any of its rights under this Note unless such waiver is in
writing  and  signed by Holder.  A waiver in  writing by Holder on one  occasion
shall not be construed as a consent to or a waiver of any right or remedy on any
future  occasion.  No remedy  conferred  hereby  shall be exclusive of any other
remedy  referred to herein or now or hereafter  available at law, in equity,  by
statute or otherwise.

     2.   Obligation to Pay Principal and Interest;  Covenants.  No provision of
this Note shall alter or impair the obligation of the Company, which is absolute
and  unconditional,  to pay the Principal Amount of and Interest on this Note at
the place,  at the  respective  times,  at the  rates,  and in the  currency  or
securities herein prescribed.

          2.1 Usury.  In no event shall the amount or rate of  interest  due and
payable under this Note exceed the maximum amount or rate of interest allowed by
applicable  law and, in the event any such excess  payment is made by Company or
received by Holder,  such excess sum shall be credited as a payment of Principal
Amount (or if no Principal Amount remains outstanding,  shall be refunded to the
Company).  It is the express  intent  hereof that the Company  shall not pay and
Holder not receive,  directly or indirectly or in any other manner,  interest in
excess of that which may be lawfully  paid under  applicable  law.  All Interest
(including  all charges,  fees or other amounts  deemed to be Interest)  that is
paid or charged  under this Note  shall,  to the  maximum  extent  permitted  by
applicable  law,  be  amortized,  allocated  and  spread  on a  pro  rata  basis
throughout the actual term of this Note.
<PAGE>

          2.2 Covenants.  The Company covenants and agrees that, while this Note
is outstanding, it shall:


              (a) Pay  and  discharge  all  taxes,  assessments and governmental
charges or levies  imposed upon it or upon its income and  profits,  or upon any
properties  belonging  to it  before  the same  shall be in  default;  provided,
however, that the Company shall not be required to pay any such tax, assessment,
charge or levy that is being  contested in good faith by proper  proceedings and
adequate  reserves  for the  accrual  of same  are  maintained  if  required  by
generally accepted accounting principles;

              (b) Preserve  its  corporate  existence  and continue to engage in
business of the same general type as conducted as of the date hereof; and

              (c) Comply  in  all  respects with all statutes, laws, ordinances,
orders, judgments, decrees, injunctions, rules, regulations,  permits, licenses,
authorizations and requirements  ("Requirement(s)")  of all governmental bodies,
departments,   commissions,  boards,  companies  or  associations  insuring  the
premises,  courts,  authorities,  officials, or officers, that are applicable to
the Company; except when the failure to comply would not have a material adverse
effect on the Company;  provided that nothing contained herein shall prevent the
Company from  contesting  in good faith the validity or the  application  of any
Requirements.

          2.3  Consolidation,  Merger or Disposition of Assets. Without limiting
any provision of Section 2.2(b) hereof,  the Company shall not consolidate with,
merge  into,  or sell  or  otherwise  dispose  of all or  substantially  all its
properties  as an  entirety  to,  any  person or entity  unless  such  successor
corporation shall expressly assume the due and punctual payment of the principal
of and interest on this Note  according  to its tenor,  and the due and punctual
performance  and observance of all the  covenants,  agreements and conditions of
this Note to be  performed  or  observed by the Company to the same extent as if
such  successor  corporation  had been the original maker of this Note (and such
assumption  shall,  upon the request of the Holder of this Note, be evidenced by
the  endorsing of an  appropriate  legend upon this Note,  and any Note executed
pursuant to Section 3.2 hereof after such assumption  shall,  unless executed in
the name of such corporation, have a similar legend endorsed thereon).

        3. Miscellaneous.

          3.1 Required Consent.  The  Company may not modify any of the terms of
this Note without the prior written consent of the Holder.

          3.2 Lost  Documents. Upon   receipt  by  the   Company   of   evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (in the case of loss,  theft or  destruction)  of
indemnity  satisfactory to it, and upon surrender and cancellation of such Note,
if mutilated,  the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid  principal  amount and dated as of the original date of
the Note.

          3.3 Benefit. This  Note shall be binding upon and inure to the benefit
of the parties hereto and their legal representatives, successors and assigns.

          3.4 Notices and Addresses.  All  notices, offers, acceptances and any
other acts under this Note (except  payment)  shall be in writing,  and shall be
sufficiently given if delivered to the
<PAGE>
addressee in person, by overnight courier service or similar receipted delivery,
or, if mailed, postage prepaid, by certified mail, return receipt requested,  as
follows:


        To the Holder:  To the Holder's address on page 1 of this Note,
                        Attn.:  Frank J. Guarini

        With a copy to: McCarter & English, LLP
                        Four Gateway Center
                        100 Mulberry Street
                        Newark, New Jersey 07102
                        Attn: Howard Kailes, Esq.

        To the Company: To the Company's address on page 1 of this Note,
                        Attn: Gilad Gat, President

        With a copy to: Davis & Gilbert LLP
                        1740 Broadway
                        New York, New York 10019
                        Attn:  Ralph W. Norton, Esq.

or to such  other  address  as any party,  by notice to the other  parties,  may
designate from time to time.  Time shall be counted to, or from, as the case may
be, the delivery in person or five business days after mailing.

          3.5 Governing Law. This  Note  will  be  deemed  to have been made and
delivered  in New Jersey and will be  governed as to  validity,  interpretation,
construction, effect and in all other respects by the internal laws of the State
of New Jersey, without giving effect to the choice or conflict of law principles
thereof.

          3.6 Section Headings. Section headings herein  have been  inserted for
reference  only and shall not be deemed  to limit or  otherwise  affect,  in any
matter,  or be  deemed  to  interpret  in whole  or in part any of the  terms or
provisions of this Note.

          3.7 Interpretation.  Whenever  possible,  each  provision of this Note
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision of this Note shall be  prohibited  by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provision or the remaining provisions of this Note.

          3.8 Assignment. All rights of Holder under this  Note may  be assigned
by Holder to any third party and all rights of Holder  hereunder  shall inure to
the benefit of its transferees, successors and assigns.

          3.9 Collateral Documents. This  Note  is  guaranteed  pursuant   to  a
certain  Guaranty  dated  the  date  hereof  executed  to the  Holder,  and  its
successors and assigns, by Polystick U.S. Corporation,  which in turn is secured
by the provisions of a certain Pledge  Agreement  dated the date hereof executed
to the Holder and it successors and assigns by said  guarantor,  and is entitled
to the benefits thereof.  The foregoing  Guaranty Agreement and Pledge Agreement
are herein referred to as the "Collateral Documents".
<PAGE>
          3.10 SUBMISSION  TO  JURISDICTION.  THE  COMPANY  HEREBY   IRREVOCABLY
SUBMITS AND  CONSENTS  TO THE  EXCLUSIVE  JURISDICTION  OF THE FEDERAL AND STATE
COURTS LOCATED WITHIN THE STATE OF NEW JERSEY,  AND IRREVOCABLY  AGREES THAT ALL
ACTIONS OR PROCEEDINGS RELATED TO THIS NOTE MAY BE LITIGATED IN SUCH COURTS, AND
UNCONDITIONALLY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON IMPROPER VENUE
OR FORUM NON  CONVENIENS TO THE CONDUCT OF ANY  PROCEEDING IN ANY SUCH COURT AND
WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS  THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY DELIVERY TO THE MAKER AS SET FORTH IN SECTION
8.11  HEREOF.  NOTHING  CONTAINED IN THIS SECTION 3.10 SHALL AFFECT THE RIGHT OF
THE HOLDER TO SERVE LEGAL  PROCESS IN ANY OTHER  MANNER  PERMITTED  BY LAW OR TO
ENFORCE A JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION.

          3.11 JURY  TRIAL.  TO  THE  FULLEST EXTENT PERMITTED BY LAW, THE MAKER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION BROUGHT ON
THIS NOTE.

          3.12 Original Note. This  Note  is an amendment and restatement of the
Promissory  Note dated as of  November  30,  2005  issued by the  Company to the
Holder and shall in all respects substitute for such note.

          IN WITNESS WHEREOF, this  Note  has been executed and delivered on the
date specified above by the duly authorized  representatives  of the Company and
the Holder.

                                        GSV, INC.


                                        By:
                                           Name: Gilad Gat
                                           Title: President


                                        Accepted and Agreed:

                                        116 NEWARK AVENUE CORPORATION


                                        By:
                                           Name:
                                           Title: