Exhibit 10.7
Loan & Investment Agreement with Craig Perry.


                                 LOAN AGREEMENT


================================================================================

This loan agreement is made this 15th day of May 2002, by and among Craig Perry,
a  Massachusetts  resident  (hereafter  known as "LENDER"), and GSI TECHNOLOGIES
USA,  a  public company organized under the laws of Delaware and specializing in
Broadcast  Technologies (hereinafter, known as "BORROWER"), 3529363 Canada, Inc.
a  Canadian  corporation and an affiliate of BORROWER ("GSI CANADA"), and Michel
de  Montigny,  an individual residing in Quebec, Canada ("GUARANTOR").  "LENDER"
AND  "BORROWER"  shall  collectively  be  known  herein  as  the  "Parties."  In
determining  the rights and duties of the Parties under this Loan Agreement, the
entire  document  must  be  read  as  a  whole.

================================================================================

THE  LENDER  HAS  AGREED TO LEND TO THE BORROWER THE SUM OF $330,000.00 USD (THE
"LOAN")  UNDER  THE  FOLLOWING  CONDITIONS:

     1.   The LENDER will send a wire transfer in the amount of US$330,000.00 on
          Wednesday,  May  15,  2002  to  the  following  coordinates:

                              LAURENTIAN BANK OF CANADA
                              MONTREAL CANADA
                              ACCOUNT NAME: ME MARK C'T
                              ACCOUNT NO: 00731-039-87039-5-01
                              BRANCH TEL NO: 514-351-0331

     2.   As  consideration  for the LOAN, GUARANTOR will transfer to the LENDER
          2,000,000.00  of  his registered (under the Securities Act of 1933, as
          amended)  and  freely tradable shares of BORROWER. If LENDER is unable
          to  confirm  that  these  shares are registered in his name and freely
          tradable  by  him  on  or  before  May  24,  2002, then BORROWER shall
          immediately  refund  this  amount  to  LENDER.

     3.   GUARANTOR  will  deposit  for  the  benefit  of  LENDER  an additional
          1,000,00  of  his registered and freely tradable shares of BORROWER in
          escrow  with  an  escrow  agent  to  be  named  by  LENDER.

     4.   The  BORROWER  will  repay  to  LENDER  the  sum of $330,000.00 USD by
          certified  check  on  the  earlier  to  occur of (i) the date that GSI
          Canada  receives  any  portion  of  a  tax credits receivable from the
          Canadian  government  or  (iii)  July  15,  2002.


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     5.   GUARANTEE:

          GSI  Canada,  of  which  the  GUARANTOR  is the president and majority
          stockholder,  hereby  guaranties  the  payment and performance of this
          LOAN  and  agrees  to  use  its  tax  credit  receivable guaranteed by
          GARANTIE  QUEBEC  (see  document  attached)  to  repay  this LOAN upon
          request  by LENDER. To the extent it is permissible to grant a lien on
          this  receivable, GSI Canada hereby grants a perfected, first priority
          lien on such receivable to LENDER to secure payment and performance of
          the  LOAN.

          In  addition,  GUARANTOR  hereby personally guaranties the payment and
          performance  of  the  LOAN,  waiving all notices and defenses he might
          otherwise  have  under  the  laws  of  Canada  or the United States or
          otherwise.

     6.   DEFAULT:

          In  the  event that the BORROWER does not repay the Loan in full on or
          before  the  due  date,  the  1,000,000  shares  in  escrow  will  be
          immediately  transferred to the LENDER free and clear of any liens and
          encumbrances,  with  all  transfer  fees,  stamp  taxes,  brokerage or
          similar  fees  paid  by  BORROWER.

          In  addition,  upon default interest shall accrue on any unpaid amount
          at  the  rate  of prime (as published in the Wall Street Journal) plus
                                                       -------------------
          two  percent  (2%).

     7.   This  agreement  shall be governed by and construed in accordance with
          the  laws  of  the  Commonwealth  of  Massachusetts.

     8.   Both parties declare they have read all above mentioned points and are
          satisfied  with  the  conditions.

Signed as of the 15th day of May, 2002.




By: /s/ Craig Perry                    By: /s/ Michel de Montigny
------------------------------         --------------------------------
Craig A. Perry                         Michel de Montigny
                                       GSI Technologies USA
                                       2001, McGill College, Suite 1310
                                       Montreal, Quebec, H3A 1G1


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By: /s/ Michel de Montigny             By : /s/ Michel de Montigny
------------------------------         --------------------------------
Michel de Montigny, personally         Michel de Montigny
                                       3529363 Canada, Inc.
                                       2001, McGill College, Suite 1310
                                       Montreal, Quebec, H3A 1G1


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                                 PROMISSORY NOTE
                                 ---------------

$330,000.00                                               Boston,  Massachusetts
                                                                    May __, 2002


     FOR VALUE RECEIVED, GSI Technologies USA, Inc., a Delaware corporation with
a principal place of business located at 2001 McGill College, Suite 1310,
Montreal, Quebec, Canada H3A IG1 (the "Borrower") hereby promises to pay to the
order of Craig A. Perry, c/o Industrial Metal Products Co., Inc., 15 Merchant
Street, Sharon, MA 02067, USA (the "Lender"), on the earlier to occur of (i)
July 16, 2002 or (ii) the date certain tax refunds are paid to 3529363 Canada,
Inc., a Canadian corporation and affiliate of Borrower ("Due Date"), in lawful
money of the United States of America, the principal sum of Three Hundred and
Thirty Thousand and 00/100 Dollars ($330,000.00), and, upon an Event of Default,
together with interest thereon at a rate of ten percent (10%) per annum on all
amounts outstanding hereunder.

The Borrower and every endorser and guarantor of this Note, or the obligation
represented hereby, waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, assents to any extension or postponement of
the time of payment or any other indulgence, and/or to the addition or release
of any other party or person primarily or secondarily liable.
In case of the death, dissolution, termination of existence, or business failure
of any of the parties to this Note (meaning thereby Borrower, endorsers, and
guarantors), appointment of a receiver of any part of the property of any of
them, levy on or attachment of any of the property of any of them, or assignment
for benefit of creditors by or commencement of any proceedings under the
Bankruptcy Code, or any insolvency law of any jurisdiction by or against any of
them, or if there shall be a transfer of all or substantially all of the stock
or assets of the undersigned, at the option of the Lender and without limiting
the Lender's rights, the entire unpaid principal amount of this Note, all of the
unpaid interest accrued hereon and all other sums owing hereunder shall become
immediately due and payable without notice or demand.
In addition, if an Event of Default, as defined below, shall occur, the entire
unpaid principal amount of this Note, all of the unpaid interest accrued hereon
and all other sums owing hereunder shall become immediately due and payable
without notice or demand. Each of the following shall constitute an Event of
Default hereunder:
1.   Failure of the Borrower (or any endorser or guarantor) to pay on the Due
     Date or upon receipt of notice any sum due and owing to the Lender
     hereunder, whether principal, interest or otherwise.


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<PAGE>
2.   Failure of the Borrower (or any endorser or guarantor) to comply with any
     of his or its covenants or agreements contained herein or within the any
     agreements by and between the Lender and Borrower (or any endorser or
     guarantor).

3.   Any material representation made to the Lender by or on behalf of the
     Borrower (or any endorser or guarantor) shall prove to have been false,
     inaccurate or incomplete in any material respect when made.

All notices and other communications hereunder shall be in writing and shall be
deemed given: (1) upon receipt if delivered personally (unless subject to clause
(2)) or if mailed by registered or certified mail, return receipt requested; or
(2) at noon on the business day after dispatch if sent by a nationally
recognized overnight courier, in any case to the parties at the address set
forth at the beginning of this Note.
Each party now or hereafter liable under this Note or under any instrument
executed in connection herewith shall pay all costs and expenses of collection
or enforcement, including reasonable attorneys' fees, incurred or paid by the
Lender in enforcing any of the obligations of this Note.
The Lender shall not, by any act, delay, omission or otherwise be deemed to have
waived any of its rights or remedies hereunder unless such waiver shall be in
writing and signed by the Lender. A waiver on any one occasion shall not be
construed as a bar to or waiver of any such right or remedy on any future
occasion.
The word "Lender" as used herein shall refer to the named payee and all
assignees, successors, endorsees or transferees of said payee. The undersigned
may prepay this Note in whole or in part at any time and from time to time,
without penalty.
No modification, rescission, waiver, forbearance, release or amendment of any
provision of this Note shall be made, except by a written agreement duly
executed by the undersigned and the Lender.
This Note and all rights and obligations hereunder, including matters of
construction, validity and performance, shall be governed by the laws of the
Commonwealth of Massachusetts.
     Executed as a document under seal as of the day and year first above
written.


WITNESS:                             GSI  TECHNOLOGIES  USA,  INC.


______________________               By:  /s/  Michel de Montigny
                                        -------------------------------
                                     Name:  J. Michel De Montigny
                                          -----------------------------
                                     Title:  Power of Attorney
                                           ----------------------------


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<PAGE>
                        SOPHISTICATED PRIVATE PLACEMENT
                                    AGREEMENT

--------------------------------------------------------------------------------

                                    BETWEEN:

GSI TECHNOLOGIES USA INC., a publicly traded corporation registered under
Delaware State Law, specializing in Digital Media Logistics and having its
principal business place at 400, St-Jacques West, Suite 500, Montreal, Quebec,
Canada, H2Y 1S1.
                                                          HEREAFTER KNOWN AS GSI

                                      AND:

MR. CRAIG A. PERRY, a businessman and Massachusetts resident at 20, Frontier
Drive, Walpole, MA, 02081, USA.

                                                    HEREAFTER KNOWN AS MR. PERRY

--------------------------------------------------------------------------------

WHEREAS, for financing purposes, GSI is offering shares of its Corporation for
received value.

WHEREAS, Mr. Perry, a private investor, intends to purchase shares of GSI
TECHNOLOGIES USA INC.


BOTH PARTIES AGREE ON THE FOLLOWING:
------------------------------------

WHEREAS, GSI has offered Mr. Perry to purchase two (2) Million shares at $0.25
USD selling value

WHEREAS, GSI has bona fide the offer with a total of 1,016,000 warrants as
follow:

     -    500,000 warrants at exercisable price of $0.25 USD
     -    516,000 warrants at exercisable price of $1.00 USD
     -    These warrants will have a 36 months expiration date from date of
          issuance

 IN RETURN MR. CRAIG PERRY WILL:
--------------------------------

     -    Transfer the sum of $165,000.00 USD to GSI Technologies USA's banking
          account.
     -    Convert the $330,000.00 USD debt and the $21,000.00 USD representing
          the interest to date on this debt, as described and agreed in the loan
          agreement signed on May 15, 2002, into equity in return of the above
          considerations.
     -    Accept that this agreement will supersede and terminate the loan
          agreement dated May 15, 2002 including the following documents; the
          Loan Agreement, the Promissory Note, Michel de Montigny's personal
          guarantee and GSI Canada's guarantee.


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<PAGE>
Upon signature of this agreement, GSI's Board of Directors will give
instructions to the Transfer Agent, Mr. Jim Gottfredson to issue two (2) Million
shares and 1,016,000 warrants at the above mentioned prices.

Upon signature of this agreement, Mr. Craig Perry will transfer the sum of
$165,000.00 USD to the coordinates attached in addendum I.

This agreement is governed under the laws the state of Delaware.

BOTH PARTIES DECLARE THAT THEY HAVE READ AND AGREED ON ALL THE ABOVE MENTIONED
ITEMS.



Signed this ----- day of May 2003.








-------------------                 -------------------------
Craig Perry                         Marie El-Ahmar Eid
                                    Secretary of the Board


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