EXHIBIT 10.16

                                    GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                                                  March 10, 2005

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 Notes

Dear Sirs:

      Brooks Station Holdings, Inc. ("Brooks Station") holds three promissory
notes issued by GSV, Inc. (the "Company"), as follows: (i) a promissory note
dated July 21, 2003, in the principal amount of $200,000 (the "July 2003 Note"),
(ii) a promissory note dated February 11, 2004, in the principal amount of
$25,000 (the "February 2004 Note") and (iii) a promissory note dated March 18,
2004, in the principal amount of $25,000 (the "March 2004 Note" and, together
with the July 2003 Note and February 2004 Note, the "Notes"). Each of the Notes
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 September 27, 2004, each of the Notes was amended to extend its maturity
date to March 1, 2005 (the "Old Maturity Date").

      Contemporaneously with the execution of this letter agreement, the Company
is paying Brooks Station $27,147.95, representing the principal amount and
accrued interest on the February 2004 Note. Brooks Station hereby acknowledges
receipt of such payment and herewith surrenders the February 2004 Note to the
Company for cancellation.

      Brooks Station and the Company now wish to extend the maturity of each of
the July 2003 Note and the March 2004 Note to September 1, 2005, 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 Notes on the Old Maturity Date or thereafter through
the date of this letter agreement.

<PAGE>

      2. Extension of Maturity Date. Brooks Station and the Company agree that
Section 1 of each of the July 2003 Note and the March 2004 Note is hereby
amended to read as follows:

      "1. The principal amount of this Note, together with any unpaid accrued
interest thereon, shall be due and payable on September 1, 2005."

      3. Miscellaneous.

      (i)   Except as herein amended, the July 2003 Note and the March 2004 Note
            shall remain in full force and effect. This letter 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.

      (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/ Daniel Golan
    -----------------
Name:    Daniel Golan
Title:   President


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