**GSV,
      INC.**


**191
      Post Road**


**Westport,
      Connecticut 06880**




August
      31, 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 March 9, 2007, the Note was amended to extend its
      maturity date to September 1, 2007 (the “Old Maturity Date”).





As
      of
      August 31, 2007, there is $45,333.33 of accrued and unpaid interest on the
      Note.
      Contemporaneously with the execution of this letter agreement, the Company
      is
      paying Brooks Station $40,000.00. This amount is to be applied against the
      Note
      as follows: (1) $20,000 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 March
      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 eighty thousand dollars ($180,000).







***Brooks
          Station Holdings, Inc.***
 ***August
          31, 2007***
 ***Page
          2***


3.  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 March 1,
      2008.”





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
                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