Exhibit 10.1

                                    GSV, INC.
                                116 Newark Avenue
                          Jersey City, New Jersey 07302

                                                      May 4, 2001

Mr. Gilad Gat
174A Post Road West
Westport, Connecticut 06880

Dear Mr. Gat:

            On behalf of GSV, Inc. (the "Company"), I am pleased to offer you
the position of President and CEO. This letter confirms certain terms and
conditions of our offer to you. You will become an employee of the Company
effective May 4, 2001 (the "Start Date"). You will be an at-will employee, which
means that both you and the Company will have the right to terminate your
employment at any time, for any reason, with or without cause. You will report
directly to me (or to such other person as I will direct) and you will perform
such duties and exercise such powers and I (or such other person) will direct,
consistent with your position.

            As the President you agree to (i) devote your best efforts and
undivided time, effort and loyalty to the business of the Company; (ii)
discharge all of your duties and responsibilities that are or may be assigned to
you by the Company, conscientiously, in good faith and to the best of your
ability, giving the Company the full benefit of your knowledge, expertise, skill
and judgment; (iii) not engage in any illegal or unethical conduct in the
performance of your duties and responsibilities; and (iv) not engage in any
conduct that creates an actual, potential or apparent conflict between your
personal interests and the Company's interests, or which otherwise may adversely
affect your judgment or ability to act in the Company's best interests.

            Your annual compensation will be $120,000 and will be paid
bi-weekly. All payments will be subject to normal withholdings for applicable
taxes. Your annual compensation will be reviewed periodically by the Company's
Board of Directors (the "Board"). Notwithstanding the fact that both you and the
Company will have the right to terminate your employment at any time, for any
reason, with or without cause, if the Company terminates your employment for
reasons other than for cause, you shall have the right to receive the portion of
your annual salary that may be owed to you but is unpaid as of the date of such
termination, plus an amount equal to your annual salary for a period of one (1)
year after your termination date, payable immediately upon such termination.

            You will be eligible to receive a discretionary bonus. Any such
discretionary bonus will be awarded at the sole discretion of the Company and
will be based upon factors, including your performance, the achievement of
certain milestones and the profitability of the Company.

            Enclosed herewith is a copy of the Company's 1998 Stock Option Plan
(the "Option Plan"). Concurrent with your Start Date, the Board will grant you
stock options (the "Options") under the Option Plan to purchase 20,000 shares of
Common Stock, $.001 par value per share, at $.36 per share. As set forth in the
form of

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Share Option Certificate (the "Option Certificate"), your Options will vest
immediately. The terms and conditions governing your ownership and exercise of
the Options are as set forth in the Option Plan and the Option Certificate.

            You will be entitled to and will receive the same benefits,
including, but not limited to, medical coverage, life insurance and vacation as
the Company provides to its other employees employed in comparable capacities.
You will be entitled to reimbursement of documented expenses incurred by you in
the course of your duties hereunder provided such expenses are approved in
accordance with the Company's standard practices for approval of expenses of
employees with comparable responsibilities. In addition, at the request of the
Company, you agree to sign any confidentiality agreement, to the extent that the
Company requires its employees to sign such agreements.

            By signing this Agreement, you represent and warrant to the Company
that you are under no contractual commitments inconsistent with your obligations
to the Company. While you render services to the Company, you will not engage in
any other gainful employment, business or activity without the written consent
of the Company. You also will not assist any person or organization in competing
with the Company, I preparing to compete with the Company or in hiring any
employees of the Company.

            This Agreement will be binding upon and inure to the benefit of any
successor corporation into which or with which the Company may be merged or
consolidated and upon any corporation, firm or person to which the Company may
transfer substantially all of its assets, whether pursuant to sale, exchange,
liquidation or otherwise. You may not assign this Agreement.

            This Agreement contains the entire agreement and understanding of
the parties relating to the matters set forth herein, may not be changed or
terminated, or any provision hereof waived, except by a writing signed by all
parties hereto and will be governed by the laws of the State of New York. All
notices or other communications hereunder will be in writing, sent by registered
or certified mail, postage prepaid, addressed to the parties at their addresses
set forth above and will be deemed given when mailed in accordance herewith.

To indicate your acceptance of our offer, please countersign this letter where
indicated below and return a copy of the same to me.

                                                      Very truly yours,

                                                      GSV, Inc.


                                                      By:___________________

Agreed and Accepted:

----------------------
Gilad Gat