Unassociated Document


    SECOND
      AMENDED AND RESTATED

    PROMISSORY
      NOTE

    


    As
      of
      September 1, 2008

     

    FOR
      VALUE
      RECEIVED, GSV, Inc., a Delaware corporation with corporate offices located
      at
      191 Post Road, Westport, Connecticut 06880 ("Payor"), hereby unconditionally
      promises to pay, in lawful money of the United States and in immediately
      available funds, to the order of Brooks Station Holdings, Inc., a Delaware
      corporation with corporate offices located at c/o Cavallo Capital Corp., 660
      Madison Avenue, New York, New York 10021 ("Payee"), at said address or at such
      other address as Payee may from time to time designate, the principal sum of
      ONE
      HUNDRED FIFTY THOUSAND DOLLARS ($150,000) pursuant to the terms and conditions
      contained below. Interest shall accrue on the outstanding principal amount
      hereof at a rate equal to 8%. All computations of interest shall be made on
      the
      basis of a 365-day year. Such accrued interest shall be payable on an annual
      basis, and at such other times as any principal amount is paid.

     

    1.
       The
      principal amount of this Note, together with any unpaid accrued interest
      thereon, shall be due and payable on March 1, 2009. 

     

    2.
       Payor
      shall have the right to prepay the principal sum, in whole or in part, at any
      time without penalty or notice.

     

    3.
       Payment
      of this Note by the Payor is secured pursuant to a security agreement (the
      "Security Agreement") executed by the Payor in favor of the Payee.

     

    4.
       Upon
      the
      occurrence and continuance of any one or more of the following events of
      default, all amounts then remaining unpaid on this Note shall become immediately
      due and payable: (a) Payor shall (i) apply for or consent to the appointment
      of
      a receiver, (ii) admit in writing its inability to pay its debts as they become
      due, (iii) make a general assignment for the benefit of creditors, (iv) have
      filed against it an involuntary petition in bankruptcy or other insolvency
      proceeding that is not stayed or dismissed within sixty (60) days, (v) file
      a
      voluntary petition in bankruptcy or other insolvency proceeding, or a petition
      or an answer seeking reorganization, or an arrangement with creditors or (vi)
      file an application for judicial dissolution; or (b) an order, judgment or
      decree shall be entered against Payor by any court of competent jurisdiction,
      approving a petition seeking reorganization of Payor or all or a substantial
      part of the properties or assets of Payor or appointing a receiver, trustee
      or
      liquidator for Payor.

     

    5.
       Payor
      further agrees to pay all expenses, including reasonable attorneys' fees and
      legal expenses, incurred by Payee in endeavoring to collect any amounts payable
      hereunder that are not paid when due upon maturity or an event of default as
      set
      forth in paragraph 4 above.

     

    6.
       This
      Note
      may not be changed or discharged orally, but only by an agreement in writing
      signed by the party against whom enforcement of any such change or discharge
      is
      sought.

     

    7.
       Presentment
      for payment, notice of dishonor, protest and notice of protest are hereby
      waived.

     

    8.
       Any
      demand, notice or other communication to be given hereunder shall be in writing
      and personally delivered, sent by courier guaranteeing overnight delivery or
      sent by registered or certified mail, return receipt requested, postage prepaid
      to the parties hereto at the addresses set forth above, or as to any party,
      to
      such other address as shall be designated by such party in a notice to the
      other
      parties. All such demands, notices and other communications shall be deemed
      duly
      given upon receipt.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.
       This
      Note
      shall be governed by, enforced under, and construed according to the laws of
      the
      State of New York, without regard to principles of conflicts of
      laws.

     

    10.
       This
      Note
      is an amendment and restatement of the Amended and Restated Promissory Note
      dated March 11, 2008 issued by the Payor to the Payee and shall in all respects
      substitute for such note. As of September 1, 2008 the accrued and unpaid
      interest on this Note is $28,933.33.

     

    *
      * * * *
      * *


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Note has been executed and delivered as of the day and
      year first above written by the duly authorized representatives of the Payor
      and
      the Payee.

     

    


    
      	 	
              GSV,
                Inc.

            
	 	 
	 	
              By:
                /s/ Gilad
                Gat                               

            
	 	
                     
                Name: Gilad Gat

            
	 	
                     
                Title:   Chief Executive Officer

            
	 	 
	 	 
	 	
              Accepted
                and Agreed:

            
	 	 
	 	
              Brooks
                Station Holdings, Inc.

            
	 	 
	 	
              By:
                /s/ Idan
                Moskovich                  
                

            
	 	
                     
                Name: Idan Moskovich

            
	 	
                     
                Title:   President