Exhibit 4.2
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                           STOCK REDEMPTION AGREEMENT

     STOCK REDEMPTION  AGREEMENT (the "Agreement"),  dated as of the 21st day of
July 2003, between GSV, INC., a Delaware corporation (the "Company"), and BROOKS
STATION HOLDINGS, INC., a Delaware corporation (the "Stockholder").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Stockholder  owns  363,637  shares of  Series A  Convertible
Preferred  Stock,  par value  $0.001 per share,  of the Company  (the  "Series A
Stock");

     WHEREAS,  Paragraph 7 of the Certificate of  Designations,  Preferences and
Rights of Series A Convertible  Preferred Stock of the Company (the "Certificate
of Designations") provides that upon a Change of Control Transaction (as defined
in the Certificate of  Designations),  the  Stockholder  shall have the right to
require  the  Company to redeem all or a portion of the Series A Stock then held
by the Stockholder;

     WHEREAS, the Company proposes to execute a Merger Agreement  constituting a
Change of Control Transaction of the Company ; and

     WHEREAS, in connection with such Merger Agreement,  the Stockholder and the
Company have agreed to redeem all of the Stockholder's shares of Series A Stock;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements hereinafter contained, the parties agree as follows:

     1.   Redemption.
          -----------

     Effective  the date hereof,  the Company  shall redeem all of the shares of
Series A Stock then owned by the  Stockholder.  In full  consideration  for such
redemption,  the  Company  shall pay the  Stockholder  the  Redemption  Price as
defined  in and  in  accordance  with  the  provisions  of  the  Certificate  of
Designations, which is an amount equal to $1.10 per share of Series A Stock plus
accrued and unpaid  dividends.  The  Redemption  Price shall be paid as follows:
$263,800.70, which amount includes $63,800 of accrued and unpaid dividends, will
be paid in cash on the date hereof,  and $200,000  will be paid in the form of a
full recourse promissory note bearing interest at a rate of 8% per annum and due
September  1, 2004,  which  note  shall be in the form of Exhibit A hereto  (the
"Note").  Payment of the Note will be secured  pursuant to a security  agreement
executed by the Company in favor of the  Stockholder,  which security  agreement
shall be in the form of Exhibit B hereto (the "Security Agreement").

     2.   Closing.
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     Simultaneously  herewith,  the Stockholder has delivered to the Company all
stock  certificates  representing  the shares of Series A Stock  being  redeemed
hereunder,  duly  endorsed  for  transfer  to the  Company,  and the Company has
delivered  to the  Stockholder  the Note,  the Security  Agreement  and the cash
portion of the Redemption Price.

     3.   Waiver and Release.
          -------------------

     The  Stockholder  hereby waives all rights it has or had as a holder of the
Series A Stock and, except as set forth in Section 4(a) below,  forever releases
and  discharges the Company and its  affiliates,  successors,  predecessors  and
assigns,  and each of their respective  present and former directors,  managers,
stockholders,   members,  officers,  employees  and  agents  (collectively,  the
"Company  Related  Parties"),  from  any and all  liabilities,  losses,  claims,
demands, obligations, rights, actions, causes of action, proceedings or suits of
any kind or nature,  debts, sums of money,  accounts,  bonds, bills,  covenants,
contracts,  agreements,  promises,  damages,  judgments,  executions and demands
whatsoever,  in law or equity (collectively,  "Claims"), that the Stockholder or
its respective  affiliates,  successors,  predecessors and assigns ever had, now
has or ever will have in the future,  upon or by reason of any matter,  cause or
thing  whatsoever,  whether  presently  known or  unknown,  against  any Company
Related  Party  relating to or arising out of the Series A Stock,  or any action
taken or failed to be taken by any of the above with  respect  to such  matters;
provided,  however,  the  foregoing  shall  not  apply  to  the  payment  of the
Redemption Price.

     4.   Indemnification.
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     (a)  The  Company  hereby  agrees  to  indemnify  the  Stockholder  and its
affiliates,  successors,  predecessors and assigns, and each of their respective
present  and  former  directors,  managers,  stockholders,   members,  officers,
employees and agents (collectively,  the "Stockholder Related Parties") against,
and to protect, save and keep harmless the Stockholder Related Parties from, and
to pay on behalf of or reimburse  the  Stockholder  Related  Parties as and when
incurred for, any and all claims,  actions or suits, in each case by one or more
third parties  against any  Stockholder  Related  Party as a consequence  of, in
connection  with,  incident to, resulting from or arising out of this Agreement,
and any  liabilities  (including  liabilities for taxes),  obligations,  losses,
damages,  penalties,  demands,  claims, actions, suits, judgments,  settlements,
penalties, interest,  out-of-pocket costs, expenses and disbursements (including
reasonable costs of investigation,  and reasonable attorneys',  accountants' and
expert  witnesses'  fees) of whatever kind and nature  (collectively,  "Losses")
related  thereto that may be imposed on or incurred by any  Stockholder  Related
Party;  provided,  however,  that the Company shall not be required to indemnify
any  Stockholder  Related  Party with  respect to any Losses  resulting  from or
arising out of the Stockholder's negligence, bad faith or willful misconduct.

     (b) The Stockholder  hereby agrees to indemnify the Company Related Parties
against,  and to protect,  save and keep  harmless the Company  Related  Parties
from,  and to pay on behalf of or reimburse the Company  Related  Parties as and
when incurred for, any and all claims,  actions or suits, in each case by one or
more third parties  against any Company  Related  Party as a consequence  of, in
connection  with,  incident to, resulting from or arising out of this Agreement,
and any Losses related thereto that may be imposed on or incurred by any Company
Related


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<PAGE>
Party;  provided,  however,  that  the  Stockholder  shall  not be  required  to
indemnify any Company Related Party with respect to any Losses resulting from or
arising out of the Company's negligence, bad faith or willful misconduct.

     5.   Governing Law.
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     The  interpretation  and  construction of this  Agreement,  and all matters
relating hereto (including,  without limitation,  the validity or enforcement of
this Agreement), shall be governed by the laws of Delaware without regard to any
conflicts  or choice of laws  provisions  of Delaware  that would  result in the
application of the law of any other jurisdiction.

     6.   Entire Agreement; Amendments and Waivers.
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     This Agreement  constitutes the entire agreement between the parties hereto
pertaining to the subject  matter hereof and  supersedes  all prior  agreements,
understandings,  negotiations and discussions,  whether oral or written,  of the
parties,  and  there  are no  warranties,  representations  or other  agreements
between the parties in connection  with the subject  matter hereof except as set
forth specifically herein or contemplated hereby. No supplement, modification or
waiver of this  Agreement  shall be binding  unless  executed  in writing by the
party to be bound  thereby.  The  failure  of a party to  exercise  any right or
remedy shall not be deemed or constitute a waiver of such right or remedy in the
future.  No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provision  hereof  (regardless of whether
similar),  nor shall any such  waiver  constitute  a  continuing  waiver  unless
otherwise expressly provided.

     7.   Execution.
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     This Agreement may be executed in multiple counterparts each of which shall
be deemed an original and all of which shall constitute one instrument.


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<PAGE>
     IN WITNESS WHEREOF,  the parties hereto have executed this Stock Redemption
Agreement, all as of the day and year first above written.


                                        GSV, INC.


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


                                        BROOKS STATION HOLDINGS, INC.


                                        By: /s/ Daniel Golan
                                            ----------------
                                            Name:  Daniel Golan
                                            Title: Vice President and Secrtary


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