Exhibit 4.3
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                                 PROMISSORY NOTE
                                 ---------------

$200,000                                                           July 21, 2003

     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 TWO  HUNDRED  THOUSAND  DOLLARS  ($200,000)  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 September 1, 2004.

          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 of
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.
<PAGE>
          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.


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<PAGE>
     IN WITNESS  WHEREOF,  Payor has executed and delivered  this Note as of the
day and year first above written.


                                        GSV, Inc.

                                        By:/s/ Gilad Gat
                                           -------------
                                           Name:  Gilad Gat
                                           Title: President


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