**GSV,
        INC.**
 **191
        Post Road**
 **Westport,
        Connecticut 06880**
  March
        11,
        2008
 
 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, as amended, in the principal amount of
        $180,000 (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 August 31, 2007, the Note was amended
        to
        extend its maturity date to March 1, 2008 (the “Old Maturity
        Date”).
 
 As
        of
        March 1, 2008, there is $32,533.33 of accrued and unpaid interest on the
        Note.
        Contemporaneously with the execution of this letter agreement, the Company
        is
        paying Brooks Station $30,000.00. This amount is to be applied against the
        Note
        as follows: (1) $10,000 against the accrued and unpaid interest on the Note,
        and
        (2) $20,000 against the principal balance of the Note. Brooks Station hereby
        acknowledges receipt of such payment.
 
 Brooks
        Station and the Company now wish to extend the maturity of the Note to September
        1, 2008, 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.  Reduction
        of Principal Amount .
        Brooks
        Station and the Company agree that the principal balance of the Note is hereby
        reduced to one hundred sixty thousand dollars ($160,000).
 
 3.  Extension
        of Maturity Date .
        Brooks
        Station and the Company agree that Section 1 of the Note is hereby amended
        to
        read as follows:
  
 ***Brooks
            Station Holdings, Inc.***
 ***August
            31, 2007***
 ***Page
            2***
 “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,
        2008.”
 
 4.  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 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:Name:
                      Gilad GatTitle:  
                      Chief Executive Officer
                      and           
                      President
  Acknowledged
                    and agreed:**BROOKS
                    STATION HOLDINGS, INC.**
  By:Name:
                Daniel
                    GolanTitle:
                President