Exhibit 10.22

                                    GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                                                   March 7, 2007

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 Note
                --------------------------------------------------

Dear Sirs:

     Brooks Station Holdings,  Inc.  ("Brooks  Station") holds a promissory note
issued by GSV, Inc. (the "Company") dated July 21, 2003, in the principal amount
of $200,000  (the "Note").  The Note 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 20, 2006, the Note was
amended to extend its maturity date to March 1, 2007 (the "Old Maturity Date").

     Brooks  Station and the Company now wish to extend the maturity of the Note
to September 1, 2007, 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 Note on the Old  Maturity  Date or
     thereafter through the date of this letter agreement.

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

               "1. The principal  amount of this Note,  together with any unpaid
          accrued interest thereon (except to the extent previously paid), shall
          be due and payable on September 1, 2007."

          3. Miscellaneous.

          (i)  Except as herein amended, the Note shall remain in full force and
               effect.  This  letter  agreement  may  not be  amended,  revised,
               terminated or waived
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               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/ Idan Moskovich
    ------------------
    Name:    Idan Moskovich
    Title:   President