Unassociated Document


    GSV,
      INC.

    191
      Post Road

    Westport,
      Connecticut 06880

    


    


                        October
      17,
      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 and Security
                Agreement

            


    

    


    Dear
      Sirs:

    


    Brooks
      Station Holdings, Inc. (“Brooks Station”) holds an Amended and Restated
      Promissory Note issued by GSV, Inc. (the “Company”) dated March 11, 2008, as
      amended, in the principal amount of $160,000 (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 11, 2008, the Note was amended to extend its maturity date to September
      1,
      2008 (the “Old Maturity Date”).

    


    Contemporaneously
      with the execution of this letter agreement, the Company is paying Brooks
      Station $10,000.00, all of which is to be applied against the principal balance
      of the Note. Brooks Station hereby acknowledges receipt of such payment. As
      of
      September 1, 2008, there was $28,933.33
      of
      accrued and unpaid interest on the Note.

    


    Brooks
      Station and the Company now wish to amend and restate the Note to (i) reduce
      the
      principal amount of the Note to one hundred fifty thousand dollars ($150,000)
      and (ii) extend the maturity date of the Note to March 1, 2009, all as set
      forth
      in the form of the Second Amended and Restated Promissory Note in the form
      of
Exhibit
      A
      hereto
      (the “New Note”).

    


    Now
      therefore, the parties hereto hereby agree that:

    


    1. Amendment
      of Promissory Note.
      The
      Note is hereby amended and restated as set forth in the New Note, which New
      Note
      shall in all respects replace and supersede the existing terms and conditions
      of
      the Note and shall be executed and delivered by the Company to Brooks Station
      contemporaneously with this letter agreement.

    


    2. 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.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Brooks
      Station Holdings, Inc.

    October
      17, 2008

    Page
      2

    


    


    3. Amendment
      of Security Agreement.
      Brooks
      Station and the Company hereby agree that each reference to the Promissory
      Note
      (the “Original Note”) in the Security Agreement between Brooks Station and the
      Company dated as of July 21, 2003 (the “Security Agreement”) shall be deemed to
      be a reference to the New Note, as defined in this letter agreement, and that
      the first priority security interest of Brooks Station in the assets of the
      Company created by the Security Agreement shall be uninterrupted by the
      substitution of the Note for the Original Note and the New Note for the
      Note.

    


    4. Miscellaneous.

    


    (i) Except
      as
      herein amended, the Note and the Security Agreement shall each 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:

            	/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

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    SECOND
      AMENDED AND RESTATED

    PROMISSORY
      NOTE

     

    (See
      Exhibit 10.2)