Exhibit 4.4
                                                                     -----------

                               SECURITY AGREEMENT

     This Security  Agreement (the "Security  Agreement"),  dated as of July 21,
2003, is by and between GSV, Inc., a Delaware  corporation  (the "Debtor"),  and
Brooks Station Holdings, Inc., a Delaware corporation (the "Secured Party").

                                   Background
                                   ----------

     1.   Pursuant to a stock  redemption  agreement  between the Debtor and the
          Secured Party of even date herewith (the "Redemption Agreement"),  the
          Debtor  has  redeemed  363,637  shares  of its  Series  A  Convertible
          Preferred  Stock,  par value  $0.001 per share (the  Series A Stock"),
          from the Secured  Party in exchange  for a payment of  $263,800.70  in
          cash and a  promissory  note of the Debtor in the  amount of  $200,000
          (the "Promissory Note").

     2.   To  induce  the  Secured  Party  to  surrender  the  Series A Stock in
          exchange for the cash payment and the Promissory  Note, the Debtor has
          agreed to provide the  Secured  Party with a first  priority  security
          interest in its assets under the terms and conditions set forth below.

                           N O W, T H E R E F O R E ,

     In  consideration  of the premises and the mutual  covenants and agreements
herein set forth,  and in order to induce the  Secured  Party to  surrender  the
Series A Stock in exchange for the cash  payment and the  Promissory  Note,  the
Debtor hereby agrees with the Secured Party as follows:

     Section 1. Grant of  Security  Interest.  The Debtor  hereby  grants to the
Secured  Party,  on the terms and  conditions  hereinafter  set  forth,  a first
priority  security  interest  in  the  collateral  hereinafter  identified  (the
"Collateral").

     Section 2. Collateral. The Collateral is all tangible and intangible assets
of the Debtor of whatever  kind and nature  (including  without  limitation  all
accounts,  chattel paper,  commercial tort claims,  documents,  equipment,  farm
products,  general  intangibles,  instruments,  inventory,  investment property,
patents,  trademarks tradenames,  copyrights and all other intellectual property
and the stock of all of Debtor's  subsidiaries),  in each case whether now owned
or hereafter acquired and wherever located,  and all proceeds thereof,  together
with all proceeds, products, replacements and renewals thereof.

     Section 3.  Representations  and Warranties;  Covenants.  The Debtor hereby
warrants and covenants as follows:

     (a)  The Debtor has title to the  Collateral  free from any lien,  security
          interest, encumbrance or claim.
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     (b)  The Debtor will maintain the Collateral so as to preserve its value.

     (c)  The Debtor is a corporation  duly organized,  validly  existing and in
          good standing under the laws of the State of Delaware.

     (d)  The Debtor will pay when due all existing or future charges, liens, or
          encumbrances  on the  Collateral,  and will pay when due all taxes and
          assessments  now or  hereafter  imposed on or affecting it unless such
          taxes or assessments  are  diligently  contested by the Debtor in good
          faith and reasonable reserves are established therefor.

     (e)  All information with respect to the Promissory Note and the Collateral
          and account  debtors set forth in any schedule,  certificate  or other
          writing at any time heretofore or hereafter furnished by the Debtor to
          the Secured  Party,  and all other written  information  heretofore or
          hereafter  furnished by the Debtor to the Secured Party, is or will be
          true and correct in all material respects, as of the date furnished.

     (f)  As  soon as  practicable  following  the  date  of  execution  of this
          Security  Agreement,  the Debtor  will  prepare,  execute  and file in
          Delaware a UCC-1 Financing  Statement covering all Collateral,  naming
          the Secured Party as a secured party thereunder.

     (g)  The Debtor will maintain  accurate records  concerning the Collateral.
          Such records will be of such  character as to enable the Secured Party
          or its representatives to determine at any time the status thereof.

     (h)  The Debtor will permit the Secured  Party and its  representatives  at
          any reasonable time to inspect any and all of the  Collateral,  and to
          inspect,  audit and make copies of and  extracts  from all records and
          all  other  papers  in  possession  of the  Debtor  pertaining  to the
          Promissory Note and the Collateral.

     Section 4.  Disposition  of Collateral in Ordinary  Course.  Nothing herein
shall  prevent the Debtor from  selling,  trading  in, or  replacing  any of the
Collateral in the ordinary course of its business.

     Section 5. Secured Parties May Perform. Upon the occurrence of an "event of
default"  under the  Promissory  Note, at the option of the Secured  Party,  the
Secured  Party  may  discharge  taxes,  liens or  security  interests,  or other
encumbrances at any time hereafter  levied or placed on the Collateral;  and may
pay for the maintenance and preservation of the Collateral.  Until default,  the
Debtor may have possession of the Collateral and use it in any lawful manner not
inconsistent with this Security Agreement.


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     Section 6. Obligations Secured;  Certain Remedies.  This Security Agreement
secures the  payment and  performance  of all  obligations  of the Debtor to the
Secured  Party under the  Promissory  Note,  whether now  existing or  hereafter
arising  and  whether  for  principal,   interest,   costs,  fees  or  otherwise
(collectively,  the  "Obligations").  Upon the occurrence of an event of default
under the Promissory Note, the Secured Party may declare all obligations secured
hereby  immediately  due and payable and may  exercise the remedies of a secured
party under the Uniform  Commercial Code.  Without  limiting the foregoing,  the
Secured  Party may  require the Debtor to assemble  the  Collateral  and make it
available to the Secured  Party at a place to be designated by the Secured Party
that  is  reasonably  convenient  to  both  parties  or to  execute  appropriate
documents of  assignment,  transfer and  conveyance,  in each case,  in order to
permit the  Secured  Party to take  possession  of and title to the  Collateral.
Unless the Collateral is perishable or threatens to decline  rapidly in value or
is of a type  customarily  sold on a recognized  market,  the Secured Party will
give the  Debtor  reasonable  notice  of the time and place of any  public  sale
thereof  or of the time  after  which any  private  sale or any  other  intended
disposition  thereof is to be made. The requirements of reasonable  notice shall
be met if such notice is mailed to the Debtor via registered or certified  mail,
postage  prepaid,  at  least  fifteen  (15)  days  before  the  time  of sale or
disposition.  Expenses of retaking,  holding, preparing for sale, selling or the
like,  shall include the Secured  Party's  reasonable  attorneys' fees and legal
expenses.

     Section  7.  Debtor  Remains  Liable.   Anything  herein  to  the  contrary
notwithstanding:

     (a)  Notwithstanding  the  exercise of any remedy  available to the Secured
          Party hereunder or at law in connection with an event of default,  the
          Debtor shall remain  liable to repay the  balance,  if any,  remaining
          unpaid and  outstanding  under the Promissory  Note after the value or
          proceeds  received by the Secured Party in connection with such remedy
          is subtracted.  The Secured Party shall promptly  deliver and pay over
          to the  Debtor  any  portion  of the  value or  proceeds  received  in
          connection  with  such  remedy  that  remains  after  the  unpaid  and
          outstanding portion of the Promissory Note is paid in full.

     (b)  The Debtor shall  remain  liable under the  contracts  and  agreements
          included in the Collateral to the extent set forth therein,  and shall
          perform all of its duties and  obligations  under such  contracts  and
          agreements  to the same extent as if this  Security  Agreement had not
          been executed;

     (c)  The exercise by the Secured Party of any of its rights hereunder shall
          not release the Debtor from any of its duties or obligations under any
          such contracts or agreements included in the Collateral; and

     (d)  The Secured Party shall not have any obligation or liability under any
          such  contracts or agreements  included in the Collateral by reason of
          this Security  Agreement,  nor shall the Secured Party be obligated to
          perform any of the  obligations or duties of the Debtor  thereunder or
          to take any  action to  collect  or  enforce  any  claim  for  payment
          assigned hereunder.


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     Section 8. Security Interest Absolute.  All rights of the Secured Party and
the security  interests granted to the Secured Party hereunder shall be absolute
and unconditional, to the maximum extent permitted by law, irrespective of:

     (a)  Any lack of validity or  enforceability  of the Promissory Note or any
          other document or instrument relating thereto;

     (b)  Any change in the time, manner or place of payment of, or in any other
          term of, all or any part of the  Obligations or any other amendment to
          or waiver of or any consent to any departure from the Promissory  Note
          or any other document or instrument relating thereto;

     (c)  Any exchange,  release or non-perfection of any collateral  (including
          the  Collateral),  or any release of or  amendment  to or waiver of or
          consent  to or  departure  from  any  guaranty,  for all or any of the
          Obligations; or

     (d)  Any other  circumstance  that  might  otherwise  constitute  a defense
          available  to, or a discharge  of, the Debtor,  a guarantor or a third
          party grantor of a security interest.

     Section 9. Additional Assurances.  At the request of the Secured Party, the
Debtor will join in executing or will  execute,  as  appropriate,  all necessary
financing statements in a form satisfactory to the Secured Party, and the Debtor
will pay the cost of filing such  statements,  including all statutory fees. The
Debtor  will  further  execute all other  instruments  deemed  necessary  by the
Secured Party and pay the cost of filing such instruments.

     Section 10.  Representations,  Warranties and Covenants Concerning Debtor's
Legal Status.

          The Debtor covenants with the Secured Party as follows:

               (i)  without  providing  15  days  prior  written  notice  to the
                    Secured Party, Debtor will not change its name, its place of
                    business,  or, if more than one, its chief executive offices
                    or its mailing address; and

               (ii) without  providing  15  days  prior  written  notice  to the
                    Secured   Party,   Debtor   will  not  change  its  type  of
                    organization,  jurisdiction  of  organization or other legal
                    structure.

     Section 11. Expenses.  The Debtor will upon demand pay to the Secured Party
the amount of any and all reasonable expenses, including the reasonable fees and
disbursements  of its counsel  and of any  experts and agents,  that the Secured
Party  may  incur in  connection  with  (i) the  custody,  preservation,  use or
operation of, or the sale of, collection from, or other realization


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upon, any of the Collateral upon the occurrence of an event of default, (ii) the
exercise or enforcement of any of the rights of the Secured Party hereunder,  or
(iii) the  failure by the Debtor to  perform  or observe  any of the  provisions
hereof.

     Section 12. Notices of Loss or  Depreciation.  The Debtor will  immediately
notify the Secured Party of any claim, suit or proceeding against any Collateral
or any event causing loss or depreciation in the value of Collateral,  including
the amount of such loss or depreciation.

     Section 13. No Waivers. No waiver by the Secured Party of any default shall
operate  as a  waiver  of any  other  default  or of  the  same  default  on any
subsequent occasion.

     Section 14.  Continuing  Security  Interest.  This Agreement shall create a
continuing  security  interest  in the  Collateral  and shall (i) remain in full
force and effect until the payment in full of the  Obligations,  (ii) be binding
upon Debtor, its successors and assigns,  and (iii) inure to the benefit of, and
be  enforceable  by,  the  Secured  Party and its  successors,  transferees  and
assigns.  Upon the payment in full of the  Obligations,  the  security  interest
granted hereby shall terminate and all rights to the Collateral  shall revert to
the  Debtor.  Upon any such  termination,  the  Secured  Party will  execute and
deliver to the Debtor such documents as the Debtor shall  reasonably  request to
evidence such termination.

     Section 15. Governing Law. This Security Agreement shall be governed by the
laws of the  State of New York,  without  giving  effect to such  jurisdiction's
principles  of conflict of laws,  except to the extent that the  validity or the
perfection of the security interest hereunder, or remedies hereunder, in respect
of any particular  Collateral  are governed by the laws of a jurisdiction  other
than the State of New York.

     Section 16.  Counterparts.  This Security  Agreement may be executed in any
number of  counterparts,  each of which will be deemed an  original,  but all of
which together shall constitute one and the same instrument.

     Section  17.  Remedies  Cumulative.  The  rights  and  remedies  herein are
cumulative,  and not exclusive of other rights and remedies which may be granted
or provided by law.

     Section  18.  Notices.  Any demand  upon or notice to the Debtor  hereunder
shall be  effective  when  delivered by hand or when  properly  deposited in the
mails postage prepaid,  or sent by electronic  facsimile  transmission,  receipt
acknowledged,  or delivered to an overnight  courier,  in each case addressed to
the  Debtor at the  address  shown  below or such  other  address  as the Debtor
advises  the Secured  Party in writing.  Any notice by the Debtor to the Secured
Party shall be given as aforesaid, addressed to the Secured Party at the address
shown below or such other address as the Secured Party may advises the Debtor in
writing:

If to Secured Party:    Brooks Station Holdings, Inc.
                        c/o Cavallo Capital Corp.
                        660 Madison Avenue
                        New York, New York 10021


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        If to Debtor:           GSV, Inc.
                                191 Post Road
                                Westport, Connecticut 06880

         With a copy to:        Davis & Gilbert LLP
                                1740 Broadway
                                New York, New York 10019
                                Attn:  Ralph W. Norton, Esq.

     Section 19. Entire Agreement. This Security Agreement and the documents and
instruments  referred to herein embody the entire agreement entered into between
the  parties  relating  to the subject  matter  hereof,  and may not be amended,
waived,  or discharged  except by an instrument in writing executed by the party
against whom enforcement of said amendment, waiver, or discharge is sought.

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     IN WITNESS WHEREOF,  the parties hereto,  by their duly authorized  agents,
have executed this Security Agreement as of the date set forth above.



                                        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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