Exhibit 4.1
                                                                     -----------

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                                    GSV, INC.

          GSV, Inc. (the  "Corporation"),  a corporation  organized and existing
under the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

          That,  pursuant to authority  conferred upon the Board of Directors of
the Corporation (the "Board") by the Certificate of  Incorporation  (as amended)
(the "Certificate of  Incorporation")  of said corporation,  the Board adopted a
resolution, which resolution is as follows:

     RESOLVED,  that a series of the  Company's  Preferred  Stock  consisting of
          1,500,000 shares of Preferred  Stock, be and hereby is,  designated as
          "Series B Convertible Preferred Stock", par value $.001 per share (the
          "Series B Preferred  Stock"),  and that the Series B  Preferred  Stock
          shall  have  the  designations,   powers,   preferences,   rights  and
          qualifications,  limitations  and  restrictions  as set  forth  in the
          Certificate  of  Designations,  Preferences  and  Rights  of  Series B
          Convertible Preferred Stock (the "Series B Certificate").

          That said Series B  Certificate  states that the Board does hereby fix
and herein state and express such designations, powers, preferences and relative
and other  special  rights  and  qualifications,  limitations  and  restrictions
thereof as follows.

     1.   Certain Definitions.  Unless the context otherwise requires, the terms
defined herein shall have the meanings herein specified.

          (a) Common Stock.  The term "Common Stock" shall mean the Common Stock
of the Corporation, $.001 par value per share.

          (b) Junior Stock.  The term "Junior Stock" shall mean the Common Stock
and any class or series of stock of the  Corporation,  whether now or  hereafter
authorized,  that by the  terms of the  Certificate  of  Incorporation  or of an
instrument of the Board of Directors,  acting  pursuant to authority  granted in
the  Certificate  of  Incorporation  establishing  such class or series shall be
subordinated  to the Series B Preferred Stock in respect of the right to receive
dividends  and in respect to the right to receive any assets  upon  liquidation,
dissolution  or  winding  up of the  affairs  of the  Corporation.  The Series A
Preferred Stock will be Junior Stock.

          (c) Parity  Stock.  The term  "Parity  Stock"  shall mean any class or
series of stock of the Corporation, whether now or hereafter authorized, that by
the terms of the Certificate of  Incorporation  or of an instrument of the Board
of  Directors,  acting  pursuant  to  authority  granted in the  Certificate  of
Incorporation  establishing  such  class or  series  shall be pari  passu to the
Series B  Preferred  Stock in respect of the right to receive  dividends  and in
respect to the right to receive  any assets  upon  liquidation,  dissolution  or
winding up of the affairs of the Corporation.

          (d) Senior  Stock.  The term  "Senior  Stock"  shall mean any class or
series of stock of the Corporation, whether now or hereafter authorized, that by
the terms of the Certificate of  Incorporation
<PAGE>
or of an  instrument  of the Board of  Directors,  acting  pursuant to authority
granted in the Certificate of  Incorporation  establishing  such class or series
shall be senior  to the  Series B  Preferred  Stock in  respect  of the right to
receive  dividends  and in  respect  to the right to  receive  any  assets  upon
liquidation, dissolution or winding up of the affairs of the Corporation.

          (e) Series A Preferred  Stock.  The term  "Series A  Preferred  Stock"
shall mean the shares of the Series A  Convertible  Preferred  Stock,  $.001 par
value per share, currently outstanding.

          (f) Series B Preferred  Stock.  The term  "Series B  Preferred  Stock"
shall mean the shares of Series B Convertible  Preferred Stock,  $.001 par value
per share, authorized herein.

          2.  Designation,  Amount and Par Value.  The series of preferred stock
shall be designated as its Series B Convertible  Preferred  Stock (the "Series B
Preferred  Stock")  and the number of shares so  designated  shall be  1,500,000
(which  shall not be subject to  increase  without the consent of the holders of
the Series B Preferred Stock (each, a "Holder" and collectively the "Holders")).
Each  share of  Series B  Preferred  Stock  shall  have a par value of $.001 per
share.

          3.  Voting.  Except as set forth in  Section 5 below and  except as to
matters  on which the  holders  of Series B  Preferred  Stock may  otherwise  be
entitled to vote as a matter of law, no holder of Series B Preferred Stock shall
be entitled to vote for any matter.

          4.  Dividends.  Except  as set  forth in the  following  sentence,  no
dividends  shall be payable on the Series B  Preferred  Stock.  In the event any
dividends are declared  with respect to the Common Stock,  each holder of shares
of the Series B Preferred  Stock shall be entitled to receive an amount equal to
the amount of dividends  that would have been paid on the shares of Common Stock
issuable  upon  conversion  of such shares of Series B Preferred  Stock had such
shares of Series B Preferred Stock been converted into Common Stock  immediately
before such dividend was declared.

          5. Election of Directors.

          (a) So  long  as  any  shares  of  Series  B  Preferred  Stock  remain
outstanding,  the Corporation shall not, without the written approval of Holders
of at least a  majority  of the  then-outstanding  shares of Series B  Preferred
Stock,  increase  the  maximum  number of  directors  constituting  the board of
directors to a number in excess of seven (7).

          (b) So long as any shares of Series B Preferred Stock are outstanding,
the holders of Series B Preferred Stock,  voting separately as a class, shall be
entitled  to  designate  and  elect  three  (3) of the  members  of the board of
directors.  For any meeting (or written  consent in lieu  thereof)  held for the
purpose  of  electing  directors,  the  presence  in  person or by proxy (or the
written  consent) of the holders of at least a majority of the then  outstanding
shares of Series B  Preferred  Stock shall  constitute  a quorum of the Series B
Preferred  Stock for the  election  of  directors  to be  elected  solely by the
holders of the Series B Preferred Stock. A vacancy in any  directorship  elected
by the holders of the Series B  Preferred  Stock shall be filled only by vote or
written  consent of the holders of at least a majority  of the then  outstanding
shares of Series B Preferred Stock.

          6. Liquidation.

          (a) Upon  liquidation,  dissolution  or winding up of the  Corporation
(each a "Liquidation  Event"),  whether  voluntary or  involuntary,  the Holders
shall be entitled,  before any  distribution or payment is made to any holder of
Common Stock or any other Junior Stock,  to be paid an amount equal to $1.00 per
share plus the amount of any declared and unpaid dividends thereon, if any,


                                      -2-
<PAGE>
such amount payable with respect to one share of Series B Preferred  Stock being
sometimes referred to as the "Series B Liquidation  Preference Payment" and with
respect to all shares of Series B Preferred Stock being sometimes referred to as
the "Series B Liquidation  Preference Payments." If, upon any Liquidation Event,
the net  assets  of the  Corporation  distributable  among  the  holders  of all
outstanding  shares of the Series B  Preferred  Stock shall be  insufficient  to
permit the payment in full to such  Holders of all amounts to which such Holders
shall be entitled  upon a Liquidation  Event,  then the entire net assets of the
Corporation  to be  distributed  to the Holders shall be  distributed  among the
Holders  ratably in proportion to the full amounts to which they would otherwise
be respectively entitled in the event of a Liquidation Event.

          (b) After the distributions  described in Section 6(a) above have been
paid, subject to the rights of a series of Senior Stock or Parity Stock that may
from time to time come into existence,  the remaining  assets of the Corporation
available for  distribution to the stockholders  shall be distributed  among the
holders of the Junior Stock in accordance with the Certificate of  Incorporation
or an instrument of the Board of Directors, acting pursuant to authority granted
in the Certificate of Incorporation.

          (c) Notwithstanding the provisions of Section 7(f), any consolidation,
merger,  sale of all or substantially all of the  Corporation's  assets or other
similar  transaction  that  has not been  approved  by the  holders  of at least
two-thirds of the Series B Preferred Stock then outstanding  shall be treated as
a Liquidation  Event,  and the holders of the Series B Preferred  Stock shall be
entitled in such event to receive  stock,  securities  or assets on the basis of
(i) the  provisions of Section 7(f) or (ii) the  priorities set forth in Section
6(a),  whichever  is  greater.  Any  consolidation,   merger,  sale  of  all  or
substantially all of the Corporation's  assets or other similar transaction that
has  been  approved  by the  holders  of at  least  two-thirds  of the  Series B
Preferred Stock shall be subject to Section 7(f), and not this Section 6(c).

          7. Conversions. The holders of Series B Preferred Stock shall have the
following conversion rights:

          (a) Right to  Convert.  Subject  to the terms and  conditions  of this
Section 7, the Holder of any share or shares of Series B  Preferred  Stock shall
have the right,  at its option at any time, to convert any such shares of Series
B Preferred  Stock (except that upon any  Liquidation  Event of the  Corporation
pursuant to Section 6, the right of conversion  shall  terminate at the close of
business on the  business day prior to the business day fixed for payment of the
amount distributable on the Series B Preferred Stock). The date of determination
of the number of shares of Common Stock issued upon  conversion  of the Series B
Preferred Stock pursuant to this Section 7(a) shall be the date (the "Conversion
Date"),  that the Conversion  Notice and the certificate or certificates for the
shares so converted is received by the Corporation.

          (b) Conversion  Process.  To effect  conversions of Series B Preferred
Stock,  Holders shall deliver to the Corporation at its principal  office during
its usual business  hours,  the  certificate or  certificates  for the shares so
converted, together with a duly completed and executed Conversion Notice, in the
form attached  hereto as Exhibit A. As promptly as practicable  thereafter,  the
Corporation   shall  issue  and  deliver  to  such  Holder  a   certificate   or
certificates,  registered  in the name of such  Holder,  for the number of whole
shares of Common  Stock to which such Holder is entitled  upon such  conversion,
together with any cash  dividends  and payment in lieu of  fractional  shares to
which such Holder may be entitled.  Once  delivered,  a delivery of a Conversion
Notice shall be irrevocable.

          (c)  Conversion  Price.  Subject to the terms and  conditions  of this
Section 7, the Series B Preferred  Stock shall convert into such number of fully
paid and non-assessable shares of Common Stock as is obtained by (i) multiplying
the number of shares of Series B Convertible  Preferred Stock to be so converted
by $1.00 per share and (ii) dividing the result by the  conversion  price (which
shall  initially


                                      -3-
<PAGE>
be $1.00)  per share or, in case an  adjustment  of such  price has taken  place
pursuant to the further provisions of Section 7(e), then by the conversion price
as last  adjusted  and in  effect  at the date any  share or  shares of Series B
Preferred Stock are  surrendered  for conversion  pursuant to Section 7(a) (such
price,  or such  price as last  adjusted,  being  referred  to as the  "Series B
Conversion Price").

          (d)  Fractional  Shares.  No  fractional  shares  shall be issued upon
conversion  of Series B Preferred  Stock into Common  Stock.  If any  fractional
shares of Common Stock would be delivered upon such conversion, the Corporation,
in  lieu  of  delivering  such  fractional  share,   shall  pay  to  the  Holder
surrendering the Series B Preferred Stock for conversion an amount in cash equal
to the current fair market value of such fractional  share as determined in good
faith by the Board of Directors of the Corporation.

          (e)  Adjustment  of Price Upon  Issuance  of Common  Stock.  Except as
provided in Section 7(f), if and whenever the  Corporation  shall issue or sell,
or is, pursuant to Section 7(e)(i) through (vii), deemed to have offered,  sold,
granted any option to  purchase,  or  otherwise  disposed of (or  announced  any
offer, sale, grant or any option to purchase or other disposition) any shares of
Common Stock  ("Additional  Stock") at a price that is, at the issuance thereof,
or at  any  later  time  due  to  adjustment,  reset,  additional  issuances  or
otherwise, less than the Series B Conversion Price, then the Series B Conversion
Price shall be adjusted  to a price equal to the  quotient  obtained by dividing
the total computed under clause (x) below by the total computed under clause (y)
below as follows:

               (x) an amount equal to the sum of:

                    (1)  the  product  obtained  by  multiplying  (a) the  total
                         number   of  shares   of   Common   Stock   outstanding
                         immediately prior to such issuance (including,  without
                         limitation,  any shares of Common  Stock deemed to have
                         been issued prior to such issuance) by (b) the Series B
                         Conversion  Price in effect  immediately  prior to such
                         issuance, plus

                    (2)  the aggregate  consideration,  if any,  received by the
                         Corporation  in  connection  with such  issuance of the
                         Additional Stock;

               (y)  the total  number of  shares  of  Common  Stock  outstanding
                    immediately   after  such   issuance   (including,   without
                    limitation,  any  Common  Stock  deemed to have been  issued
                    prior to, or in connection with, such issuance).

For purposes of this Section 7(e), the following  subsections (i) to (vii) shall
also be applicable:

               (i)  Issuance  of  Rights  or  Options.  In case at any  time the
Corporation  shall in any manner grant  (whether  directly or by assumption in a
merger  or  otherwise)  any  warrants  or other  rights to  subscribe  for or to
purchase,  or any options for the purchase  of,  Common Stock or to purchase any
stock or security convertible into or exchangeable,  directly or indirectly, for
Common Stock (such warrants,  rights or options being called  "Options" and such
convertible  or  exchangeable  stock or  securities  being  called  "Convertible
Securities") whether or not such Options or the right to convert or exchange any
such Convertible Securities are immediately exercisable, and the price per share
for which Common Stock is issuable upon the exercise of such Options or upon the
conversion or exchange of such  Convertible  Securities  (determined by dividing
(x) the total  amount,  if any,  received or receivable  by the  Corporation  as
consideration  for the  granting of such  Options,  plus the  minimum  aggregate
amount of additional  consideration payable to the Corporation upon the exercise
of all  such  Options,  plus,  in the  case


                                      -4-
<PAGE>
of such Options which relate to Convertible  Securities,  the minimum  aggregate
amount of additional consideration,  if any, payable to the Corporation upon the
issue or sale of such Convertible Securities and upon the conversion or exchange
thereof, by (y) the total maximum number of shares of Common Stock issuable upon
the  exercise  of such  Options or upon the  conversion  or exchange of all such
Convertible Securities issuable upon the exercise of such Options) shall be less
than the Series B Conversion  Price in effect  immediately  prior to the time of
the granting of such Options,  then the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon  conversion or exchange
of the total maximum  amount of such  Convertible  Securities  issuable upon the
exercise of such Options  shall be deemed to have been issued for such price per
share as of the date of granting of such Options and thereafter  shall be deemed
to be  outstanding.  Except  as  otherwise  provided  in  subsection  (iii),  no
adjustment of the Series B Conversion  Price shall be made upon the actual issue
of such Common Stock or of such  Convertible  Securities  upon  exercise of such
Options  or upon the  actual  issue of such  Common  Stock  upon  conversion  or
exchange of such Convertible Securities.

               (ii) Issuance of Convertible Securities.  In case the Corporation
shall in any manner  issue  (whether  directly or by  assumption  in a merger or
otherwise)  or sell any  Convertible  Securities,  whether  or not the rights to
exchange or convert any such Convertible Securities are immediately exercisable,
and the price per share for which Common Stock is issuable upon such  conversion
or exchange  (determined by dividing (x) the total amount received or receivable
by the Corporation as  consideration  for the issue or sale of such  Convertible
Securities plus the minimum  aggregate  amount of additional  consideration,  if
any, payable to the Corporation upon the conversion or exchange thereof,  by (y)
the total maximum  number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible  Securities) shall be less than the Series B
Conversion Price in effect  immediately prior to the time of such issue or sale,
then the total maximum number of shares of Common Stock issuable upon conversion
or  exchange  of all such  Convertible  Securities  shall be deemed to have been
issued  for such  price  per  share as of the date of the  issue or sale of such
Convertible  Securities  and  thereafter  shall  be  deemed  to be  outstanding,
provided  that (a)  except as  otherwise  provided  in  subparagraph  (iii),  no
adjustment of the Series B Conversion  Price shall be made upon the actual issue
of such Common Stock upon conversion or exchange of such Convertible  Securities
and (b) if any such issue or sale of such  Convertible  Securities  is made upon
exercise of any Options to purchase any such  Convertible  Securities  for which
adjustments  of the  Series  B  Conversion  Price  have  been  or are to be made
pursuant to other provisions of this Section 7(e), no further  adjustment of the
Series B Conversion Price shall be made by reason of such issue or sale.

               (iii)  Change  in  Option  Price  or  Conversion  Rate.  Upon the
happening of any of the following  events,  namely, if (1) the maximum number of
shares of Common Stock  issuable in  connection  with any Option  referred to in
subparagraph  (i), (2) the purchase price provided for in any Option referred to
in subparagraph (i), (3) the additional consideration,  if any, payable upon the
conversion or exchange of any Convertible Securities referred to in subparagraph
(i) or (ii),  or (4) the rate at which  Convertible  Securities  referred  to in
subparagraph  (i) or (ii) are convertible into or exchangeable for Common Stock,
shall change at any time  (including,  but not limited to,  changes  under or by
reason of  provisions  designed  to  protect  against  dilution),  the  Series B
Conversion  Price  in  effect  at the  time of such  event  shall  forthwith  be
readjusted  to the Series B  Conversion  Price that would have been in effect at
such time had such Options or Convertible  Securities still outstanding provided
for such changed  maximum  number of shares,  changed  purchase  price,  changed
additional  consideration or changed conversion rate, as the case may be, at the
time initially granted,  issued or sold, and on the termination of any Option or
any such right to  convert  or  exchange  Convertible  Securities,  the Series B
Conversion  Price then in effect  hereunder  shall forthwith be increased to the
Series B  Conversion  Price  that  would have been in effect at the time of such
termination had such Option or Convertible Securities, to the extent outstanding
immediately prior to such termination, never been issued.


                                      -5-
<PAGE>
               (iv) Stock  Dividends.  In case the  Corporation  shall declare a
dividend or make any other distribution upon any stock of the Corporation (other
than  the  Series B  Preferred  Stock)  payable  in  Common  Stock,  Options  or
Convertible   Securities,   then  any  Common  Stock,   Options  or  Convertible
Securities,  as the  case  may be,  issuable  in  payment  of such  dividend  or
distribution shall be deemed to have been issued or sold without consideration.

               (v)  Consideration for Stock. In case any shares of Common Stock,
Options  or  Convertible  Securities  shall  be  issued  or sold for  cash,  the
consideration received therefor shall be deemed to be the amount received by the
Corporation  therefor,  without deduction  therefrom of any expenses incurred or
any  underwriting  commissions or concessions paid or allowed by the Corporation
in  connection  therewith.  In case any  shares  of  Common  Stock,  Options  or
Convertible  Securities  shall be issued or sold for a consideration  other than
cash,  the  amount  of  the  consideration  other  than  cash  received  by  the
Corporation  shall be  deemed  to be the fair  value  of such  consideration  as
determined in good faith by the Board of Directors of the  Corporation,  without
deduction  of  any  expenses   incurred  or  any  underwriting   commissions  or
concessions paid or allowed by the Corporation in connection therewith.  In case
any  Options  shall be  issued  in  connection  with the issue and sale of other
securities of the Corporation,  together comprising one integral  transaction in
which no specific  consideration  is  allocated  to such  Options by the parties
thereto, such Options shall be deemed to have been issued for such consideration
as determined in good faith by the Board of Directors of the Corporation.

               (vi) Record Date. In case the Corporation  shall take a record of
the holders of its Common Stock for the purpose of entitling them (x) to receive
a dividend or other distribution payable in Common Stock, Options or Convertible
Securities  or (y) to  subscribe  for  or  purchase  Common  Stock,  Options  or
Convertible Securities,  then such record date shall be deemed to be the date of
the issue or sale of the shares of Common  Stock  deemed to have been  issued or
sold  upon  the  declaration  of such  dividend  or the  making  of  such  other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.

               (vii)  Treasury  Shares.  The  number of  shares of Common  Stock
outstanding  at any given time shall not include  shares owned or held by or for
the account of the Corporation,  and the disposition of any such shares shall be
considered  an issue or sale of Common  Stock for the  purpose  of this  Section
7(e).

          (f) Reorganization or Reclassification. If any capital reorganization,
reclassification,  recapitalization,  consolidation,  merger,  sale  of  all  or
substantially all of the Corporation's  assets or other similar transaction (any
such  transaction  being  referred  to herein as an "Organic  Change")  shall be
effected in such a way that holders of Common Stock shall be entitled to receive
stock,  securities  or assets with respect to or in exchange  for Common  Stock,
then,  as a condition of such  Organic  Change,  lawful and adequate  provisions
shall be made  whereby  each  holder of a share or shares of Series B  Preferred
Stock that remains  outstanding  thereafter  shall  thereupon  have the right to
receive,  upon the basis and upon the terms and conditions  specified herein and
in lieu of or in  addition  to, as the case may be, the  shares of Common  Stock
immediately  theretofore  receivable upon the conversion of such share or shares
of Series B Preferred Stock,  such shares of stock,  securities or assets as may
be issued or payable with respect to or in exchange for a number of  outstanding
shares of such Common  Stock equal to the number of shares of such Common  Stock
immediately  theretofore receivable upon such conversion had such Organic Change
not taken place,  and appropriate  provisions  shall be made with respect to the
rights  and  interests  of each  Holder  to the end that the  provisions  hereof
(including  without  limitation  provisions  for  adjustments  of the  Series  B
Conversion  Price)  shall  thereafter  be  applicable,  as  nearly as may be, in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon the exercise of such conversion rights.


                                      -6-
<PAGE>
          (g) Employee  Reserved Shares.  Anything to the contrary  contained in
this Section 7  notwithstanding,  no adjustment  shall be made in the Conversion
Price as a result of or pursuant to the granting of any Option,  or the issuance
of Common Stock or Common Stock Equivalents, to officers, employees or directors
of, or  consultants  to, the  Corporation,  pursuant to any  agreement,  plan or
arrangement approved by a majority of the Corporation's board of directors.

     8. Notices. Any and all notices or other communications or deliveries to be
provided by the Holders of the Series B Preferred  Stock  hereunder,  including,
without  limitation,  any Conversion  Notice,  shall be in writing and delivered
personally,  by facsimile or sent by a nationally  recognized  overnight courier
service,  addressed  to the  attention  of the Chief  Executive  Officer  of the
Corporation addressed to 191 Post Road West, Westport, CT, 06880, Facsimile No.:
(203) 221-2691  Attention Chief Executive  Officer,  or to such other address or
facsimile  number as shall be specified in writing by the  Corporation  for such
purpose.  Any and all  notices  or  other  communications  or  deliveries  to be
provided  by  the  Corporation  hereunder  shall  be in  writing  and  delivered
personally,  by facsimile or sent by a nationally  recognized  overnight courier
service,  addressed to each Holder at the facsimile  telephone number or address
of  such  Holder  appearing  on the  books  of the  Corporation,  or if no  such
facsimile  telephone  number  or  address  appears,  at the  principal  place of
business  of the  Holder.  Any  notice  or  other  communication  or  deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 6:30 p.m. (New
York City time) (with  confirmation  of  transmission),  (ii) the date after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified in this Section later than 6:30 p.m.
(New York City time) on any date and  earlier  than  11:59  p.m.  (New York City
time) on such date (with confirmation of transmission),  (iii) upon receipt,  if
sent by a nationally  recognized  overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.

     9. Stock to be Reserved. The Corporation will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon the conversion of Series B Preferred Stock as herein provided,  such number
of shares of Common Stock as shall then be issuable  upon the  conversion of all
outstanding shares of Series B Preferred Stock.

     10. Issue Tax. The issuance of certificates for shares of Common Stock upon
conversion  of Series B  Preferred  Stock  shall be made  without  charge to the
holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Corporation  shall not be required to pay any tax that may be payable in respect
of any transfer  involved in the issuance and delivery of any  certificate  in a
name other than that of the holder of the Series B Preferred Stock that is being
converted.

     11.  Status of Converted  Shares.  In case any shares of Series B Preferred
Stock shall be converted pursuant hereto, the shares of Series B Preferred Stock
so converted  shall be canceled,  shall not be re-issuable and shall cease to be
part of the authorized capital stock of the Corporation.

     12. Amendments.  Except where the vote or written consent of the holders of
a greater number of shares of the  Corporation is required  herein or by law, no
provision  of this  Series B  Certificate  that  adversely  affects the Series B
Preferred  Stock may be amended,  modified or waived without the written consent
or  affirmative  vote of the  holders  of at  least  a  two-thirds  of the  then
outstanding shares of Series B Preferred Stock consenting or voting, as the case
may be, separately as a class.

     13. Lost Certificates.  Upon receipt of evidence reasonably satisfactory to
the  Corporation  of the  loss,  theft,  destruction  or  mutilation  of a stock
certificate  and,  in the case of any such  loss,  theft  or  destruction,  upon
receipt of an indemnity agreement reasonably satisfactory to the Corporation, or
in the case of any such mutilation upon surrender and cancellation of such stock
certificate,  the Corporation will


                                      -7-
<PAGE>
make and deliver a new stock  certificate,  of like tenor,  in lieu of the lost,
stolen,  destroyed or  mutilated  stock  certificate  at the  Corporation's  own
expense.


     IN WITNESS  WHEREOF,  GSV, Inc. has caused this certificate to be signed by
its officers as of this 18th day of July, 2003.

                                        GSV, INC.


                                        By:/s/ Gilad Gat
                                           -------------
                                           Name: Gilad Gat
                                           Title: Chief Executive Officer


                                      -8-