Exhibit 10.2
                                                                    ------------

                                    GSV, INC.
                                 PROMISSORY NOTE


THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF
1933, AS AMENDED,  OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM  REASONABLY  SATISFACTORY  TO THE ISSUER  THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS.

                                                         As of November 30, 2005



     FOR VALUE RECEIVED, GSV, INC., a Delaware corporation ("Company"), with its
principal  office at 191 Post Road West,  Westport,  Connecticut  06880,  hereby
promises  to pay to the order of 116  Newark  Avenue  Corporation,  a New Jersey
corporation  ("Holder"),  with its  principal  office at 30  Montgomery  Street,
Jersey  City,  New Jersey 07302 (the  "Holder's  Office"),  or its  assigns,  on
November 29, 2007 (the "Maturity  Date"),  the principal amount of Three Hundred
Fifty-Six Thousand Two Hundred  Forty-Nine Dollars and Four Cents  ($356,249.04)
(the  "Principal  Amount"),  in such coin or  currency  of the United  States of
America  as at the time of  payment  shall be legal  tender  for the  payment of
public or private  debts,  together with interest on the unpaid  balance of said
Principal Amount from time to time outstanding at the rate of seven percent (7%)
per annum  ("Interest").  The unpaid  Principal  Amount,  together with the then
accrued unpaid Interest and all other amounts owed  hereunder,  shall be due and
payable on the  Maturity  Date.  Payment of the  Principal  Amount and  Interest
hereunder  shall be made by certified check to the Holder at the Holder's office
or wire transfer of immediately available good funds to such bank account as the
Holder may designate by notice to the Company prior to any such payment.

     This Note is subject to prepayment in whole or in part at any time and from
time to time without penalty or premium, but with Interest on the amount prepaid
to the  date of  prepayment.  All  prepayments  will  first  be  applied  to the
repayment of accrued fees and  expenses,  then to Interest  accrued on this Note
through the date of such prepayment until all then outstanding  accrued Interest
has been  paid,  and then shall be applied  to the  repayment  of the  Principal
Amount.

     1. Default.

        1.1 Events of Default.  Upon the occurrence of any of the following
events (herein "Events of Default"):

        (i) The Company shall fail to pay the Principal Amount and Interest on
     the Maturity Date;

        (ii) if this Note or any Collateral Document (as hereinafter defined)
     shall cease to be enforceable in accordance with its terms;

        (ii) (A) The Company  shall  commence any  proceeding  or other action
     relating  to  it  in  bankruptcy  or  seek   reorganization,   arrangement,
     readjustment  of  its  debts,   receivership,   dissolution,   liquidation,
     winding-up,  composition or any other relief under any  bankruptcy


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     law,   or  under  any  other   insolvency,   reorganization,   liquidation,
     dissolution,  arrangement,  composition,  readjustment of debt or any other
     similar  act or law,  of any  jurisdiction,  domestic  or  foreign,  now or
     hereafter  existing;  or (B) the Company or any Subsidiary  shall admit the
     material  allegations  of any petition or pleading in  connection  with any
     such  proceeding;  or (C) the Company or any Subsidiary shall apply for, or
     consent  or  acquiesce  to, the  appointment  of a  receiver,  conservator,
     trustee or similar  officer for it or for all or a substantial  part of its
     property or admit  generally  an  inability to pay its debts as they become
     due; or (D) the Company or any Subsidiary  shall make a general  assignment
     for the benefit of creditors;

        (iii) (A) The  commencement  of any  proceedings  or the taking of any
     other action  against the Company in bankruptcy or seeking  reorganization,
     arrangement,   readjustment   of  its  debts,   liquidation,   dissolution,
     arrangement,  composition,  or any other relief under any bankruptcy law or
     any other similar act or law of any jurisdiction,  domestic or foreign, now
     or hereafter  existing and the  continuance of any of such event for thirty
     (30) days undismissed,  unbonded or undischarged; or (B) the appointment of
     a receiver, conservator, trustee or similar officer for the Company for any
     of its  property and the  continuance  of any of such event for thirty (30)
     days  undismissed,  unbonded  or  undischarged;  or (C) the  issuance  of a
     warrant of  attachment,  execution  or similar  process  against any of the
     property of the Company and the  continuance  of such event for thirty (30)
     days undismissed, unbonded and undischarged;

        (iv) Any of the  Company's  representations  or  warranties  contained
     herein or in the Termination,  Settlement and Release Agreement dated as of
     the date hereof (the "Termination  Agreement")  between the Company and the
     Holder,  or any  representation  or warranty  contained  in any  Collateral
     Document, is false or misleading in any material respect; or

        (v) The  Company  shall  breach  or fail to  perform  or  observe  any
     obligation,  covenant,  term,  condition,  provision  or  agreement  of the
     Company  contained  in  this  Note  or the  Termination  Agreement,  or any
     Collateral   Document,   after  giving  effect  to  any  applicable  notice
     provisions  and cure  periods;  provided,  however,  that with respect to a
     failure to comply with any of the provisions of Sections  2.2(a) and (c) of
     this Note,  such failure is not remedied  within twenty (20) days after the
     earlier of  Company's  receipt of written  notice of same or the  Company's
     becoming aware of such failure;

then,  and in any such  event,  the Holder,  at its option and  without  written
notice to the Company, may declare the entire Principal Amount of this Note then
outstanding  together  with any accrued  Interest  thereon  immediately  due and
payable, and the same shall forthwith become immediately due and payable without
presentment,  demand,  protest,  or other  notice of any kind,  all of which are
expressly  waived,  and  exercise  any and all other legal or  equitable  rights
resulting  therefrom.  The  Events of Default  listed  herein are solely for the
purpose of protecting the interests of the Holder of this Note.

        1.2 Enforcement; Non-Waiver and Other Remedies. (a) In the case any one
or more Events of Default shall have occurred, the Holder may proceed to protect
and  enforce  its  rights,  either  by suit in  equity  and/or by action at law,
whether for the specific  performance of any covenant or agreement  contained in
this  Note,  or any  Collateral  Document,  or to  enforce  any  other  legal or
equitable  right  thereof,  or, upon  accelerating  the required  payment of the
Principal  Amount


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<PAGE>
of this Note and accrued  Interest  thereon as provided  herein,  may proceed to
enforce  the  payment of all sums due upon this  Note.  In the event an Event of
Default shall have occurred and the Holder of this Note shall employ  attorneys,
or incur other  costs and  expenses  for the  collection  of payments  due or to
become  due,  or  for  the  enforcement  or  performance  or  observance  of any
obligation  or  agreement  of the  Company  under this Note,  or any  Collateral
Document,  the Company  agrees that it will pay to the  Holder,  on demand,  the
reasonable  fees of such  attorney  together  with all other  costs and  expense
incurred by Holder.

     (b) No course of  dealing,  delay or  omission on the part of the Holder of
this  Note in  exercising  any  right  hereunder  shall  operate  as a waiver or
otherwise  prejudice  the right of the Holder of this Note.  Holder shall not be
deemed to have waived any of its rights under this Note unless such waiver is in
writing  and  signed by Holder.  A waiver in  writing by Holder on one  occasion
shall not be construed as a consent to or a waiver of any right or remedy on any
future  occasion.  No remedy  conferred  hereby  shall be exclusive of any other
remedy  referred to herein or now or hereafter  available at law, in equity,  by
statute or otherwise.

     2. Obligation to Pay Principal  and Interest;  Covenants.  No provision of
this Note shall alter or impair the obligation of the Company, which is absolute
and  unconditional,  to pay the Principal Amount of and Interest on this Note at
the place,  at the  respective  times,  at the  rates,  and in the  currency  or
securities herein prescribed.

        2.1 Usury. In no event shall the amount or rate of interest due and
payable under this Note exceed the maximum amount or rate of interest allowed by
applicable  law and, in the event any such excess  payment is made by Company or
received by Holder,  such excess sum shall be credited as a payment of Principal
Amount (or if no Principal Amount remains outstanding,  shall be refunded to the
Company).  It is the express  intent  hereof that the Company  shall not pay and
Holder not receive,  directly or indirectly or in any other manner,  interest in
excess of that which may be lawfully  paid under  applicable  law.  All Interest
(including  all charges,  fees or other amounts  deemed to be Interest)  that is
paid or charged  under this Note  shall,  to the  maximum  extent  permitted  by
applicable  law,  be  amortized,  allocated  and  spread  on a  pro  rata  basis
throughout the actual term of this Note.

        2.2 Covenants.  The Company  covenants and agrees that,  while this Note
is outstanding, it shall:

            (a) Pay and discharge all taxes, assessments and governmental
charges or levies  imposed upon it or upon its income and  profits,  or upon any
properties  belonging  to it  before  the same  shall be in  default;  provided,
however, that the Company shall not be required to pay any such tax, assessment,
charge or levy that is being  contested in good faith by proper  proceedings and
adequate  reserves  for the  accrual  of same  are  maintained  if  required  by
generally accepted accounting principles;

            (b) Preserve its corporate  existence and continue to engage in
business of the same general type as conducted as of the date hereof; and

            (c) Comply in all respects with all  statutes,  laws,  ordinances,
orders, judgments, decrees, injunctions, rules, regulations,  permits, licenses,
authorizations and requirements  ("Requirement(s)")  of all governmental bodies,
departments,   commissions,  boards,  companies  or  associations  insuring  the
premises,  courts,  authorities,  officials, or officers, that are applicable to
the


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<PAGE>
Company;  except  when the failure to comply  would not have a material  adverse
effect on the Company;  provided that nothing contained herein shall prevent the
Company from  contesting  in good faith the validity or the  application  of any
Requirements.


        2.3  Consolidation,  Merger or Disposition of Assets.  Without limiting
any provision of Section 2.2(b) hereof,  the Company shall not consolidate with,
merge  into,  or sell  or  otherwise  dispose  of all or  substantially  all its
properties  as an  entirety  to,  any  person or entity  unless  such  successor
corporation shall expressly assume the due and punctual payment of the principal
of and interest on this Note  according  to its tenor,  and the due and punctual
performance  and observance of all the  covenants,  agreements and conditions of
this Note to be  performed  or  observed by the Company to the same extent as if
such  successor  corporation  had been the original maker of this Note (and such
assumption  shall,  upon the request of the Holder of this Note, be evidenced by
the  endorsing of an  appropriate  legend upon this Note,  and any Note executed
pursuant to Section 3.2 hereof after such assumption  shall,  unless executed in
the name of such corporation, have a similar legend endorsed thereon).

     3. Miscellaneous.

        3.1 Required  Consent.  The Company may not modify any of the terms of
this Note without the prior written consent of the Holder.

        3.2 Lost Documents. Upon receipt by the Company of evidence satisfactory
to it of the loss,  theft,  destruction  or  mutilation of this Note or any Note
exchanged for it, and (in the case of loss,  theft or  destruction) of indemnity
satisfactory  to it,  and upon  surrender  and  cancellation  of such  Note,  if
mutilated,  the Company will make and deliver in lieu of such Note a new Note of
like tenor and unpaid  principal amount and dated as of the original date of the
Note.

        3.3 Benefit.  This Note shall be binding  upon and inure to the benefit
of the parties hereto and their legal representatives,  successors and assigns.

        3.4 Notices and Addresses. All notices,  offers,  acceptances and any
other acts under this Note (except  payment)  shall be in writing,  and shall be
sufficiently given if delivered to the addressee in person, by overnight courier
service or  similar  receipted  delivery,  or, if mailed,  postage  prepaid,  by
certified mail, return receipt requested, as follows:

        To the Holder:          To the Holder's address on page 1 of this Note,
                                Attn.: Frank J. Guarini


        With a copy to:         McCarter & English, LLP
                                Four Gateway Center
                                100 Mulberry Street
                                Newark, New Jersey 07102
                                Attn: Howard Kailes, Esq.

        To the Company:         To the Company's address on page 1 of this Note,
                                Attn: Gilad Gat, President


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

or to such  other  address  as any party,  by notice to the other  parties,  may
designate from time to time.  Time shall be counted to, or from, as the case may
be, the delivery in person or five business days after mailing.

        3.5 Governing Law. This Note will be deemed to have been made and
delivered  in New Jersey and will be  governed as to  validity,  interpretation,
construction, effect and in all other respects by the internal laws of the State
of New Jersey, without giving effect to the choice or conflict of law principles
thereof.

        3.6  Section  Headings.  Section  headings  herein have been  inserted
for reference only and shall not be deemed to limit or otherwise  affect, in any
matter,  or be  deemed  to  interpret  in whole  or in part any of the  terms or
provisions of this Note.

        3.7 Interpretation. Whenever possible, each provision of this Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of this Note  shall be  prohibited  by or  invalid  under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Note.

        3.8  Assignment.  All rights of Holder  under this Note may be  assigned
by Holder to any third party and all rights of Holder  hereunder  shall inure to
the benefit of its transferees, successors and assigns.

        3.9  Collateral  Documents. This Note is guaranteed pursuant to a
certain  Guaranty  dated  the  date  hereof  executed  to the  Holder,  and  its
successors and assigns, by Polystick U.S. Corporation,  which in turn is secured
by the provisions of a certain Pledge  Agreement  dated the date hereof executed
to the Holder and it successors and assigns by said  guarantor,  and is entitled
to the benefits thereof.  The foregoing  Guaranty Agreement and Pledge Agreement
are herein referred to as the "Collateral Documents".

        3.10 SUBMISSION TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY SUBMITS
AND  CONSENTS TO THE  EXCLUSIVE  JURISDICTION  OF THE  FEDERAL AND STATE  COURTS
LOCATED WITHIN THE STATE OF NEW JERSEY,  AND IRREVOCABLY AGREES THAT ALL ACTIONS
OR  PROCEEDINGS  RELATED  TO THIS  NOTE MAY BE  LITIGATED  IN SUCH  COURTS,  AND
UNCONDITIONALLY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON IMPROPER VENUE
OR FORUM NON  CONVENIENS TO THE CONDUCT OF ANY  PROCEEDING IN ANY SUCH COURT AND
WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS  THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY DELIVERY TO THE MAKER AS SET FORTH IN SECTION
8.11  HEREOF.  NOTHING  CONTAINED IN THIS SECTION 3.10 SHALL AFFECT THE RIGHT OF
THE HOLDER TO SERVE LEGAL  PROCESS IN ANY OTHER  MANNER  PERMITTED  BY LAW OR TO
ENFORCE A JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION.


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        3.11 JURY TRIAL.  TO THE FULLEST EXTENT  PERMITTED BY LAW, THE MAKER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION  BROUGHT ON
THIS NOTE.

        IN WITNESS  WHEREOF,  this Note has been executed and delivered on the
date specified above by the duly authorized  representatives  of the Company and
the Holder.

                                        GSV, INC.


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


                                        Accepted and Agreed:

                                        116 NEWARK AVENUE CORPORATION


                                        By: /s/ Carol Maurer
                                            -------------------------
                                            Name: Carol Maurer
                                            Title: President

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