Exhibit 10.1
                                                                    ------------

                  TERMINATION, SETTLEMENT AND RELEASE AGREEMENT


     THIS TERMINATION,  SETTLEMENT AND RELEASE  AGREEMENT (this  "Agreement") is
made as of November  30, 2005 by and between GSV,  Inc., a Delaware  corporation
("GSV"),   and  116  Newark  Avenue   Corporation,   a  New  Jersey  corporation
("Landlord") (hereinafter individually a "Party," and together the "Parties").

                                   Background:

     A. GSV and Landlord are parties to that certain Lease  Agreement dated June
11, 1998 (the "Lease")  pertaining to the third floor of the building located at
116-120 Newark Avenue, Jersey City, New Jersey (the "Premises").

     B. The term of the Lease continues until December 31, 2008.

     C. In June 2001,  with  Landlord's  consent,  GSV sublet  the  Premises  to
Nekema.com for the remainder of the term of the Lease.  The rent on the sublease
was guaranteed by Lumbermens  Mutual Casualty  Company,  d/b/a Kemper  Insurance
Company ("Kemper"), until May 2003. In September 2002 Nekema.com ceased business
operations  and defaulted on the sublease.  Kemper made all payments of rent due
under the sublease  through May 2003.  GSV ceased  paying the rent due under the
Lease in July 2003.  The accrued rent due under the Lease as of the date of this
Agreement is $356,249.04.

     D.  Landlord  represents  that it  presently  owns the Premises and has not
assigned any of its rights under the Lease to any other person or entity.

     E. The Parties desire to reflect their agreement as to certain matters, and
to  settle  and  compromise  certain  claims  in  connection  with the terms and
conditions set forth below.

     NOW,  THEREFORE,  for  and in  consideration  of the  agreements  contained
herein, the adequacy and receipt of which are hereby  acknowledged,  the Parties
hereby agrees as follows:

        1.  Termination  of  Lease.  The  Parties  hereby  agree  that the Lease
is terminated,  effective as of the date of this  Agreement,  and that except as
set forth herein all rights and  obligations  of the Parties under the Lease are
of no further  force or effect.  GSV further  agrees that as of the date of this
Agreement it has vacated the Premises,  removed all equipment and goods or other
property belonging to GSV, and left the Premises in broom clean condition. As of
the date of this Agreement, all equipment, fixtures, goods or other property not
removed by GSV shall be deemed abandoned, and the Landlord shall have the right,
without any notice,  to sell or otherwise  dispose of the same at the expense of
GSV,  and shall not be  accountable  to GSV for any part of the proceeds of such
sale, if any. Upon execution and delivery of this
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Agreement,  the  Landlord  shall  have the right to remove all  persons,  goods,
fixtures and chattel from the Premises,  without notice,  without  liability for
damages at GSV's  cost.  Notwithstanding  any other  provision  to the  contrary
contained in this Agreement,  any and all indemnity obligations of GSV contained
in Article  8th of the Lease  shall  continue  in full force and effect from and
after the date hereof.

        2. Payments to Landlord. In full satisfaction of all amounts payable by
GSV to  Landlord  pursuant  to the  Lease,  in full  settlement  of all  issues,
disputes, controversies or claims between GSV and Landlord, and in consideration
of Landlord's release of GSV contained in this Agreement, GSV agrees that:

               (a) Cash.  GSV shall pay Landlord a cash  payment of $70,000,  of
          which $50,000 shall be paid on the date of execution of this Agreement
          and the balance of $20,000 will be paid one month thereafter.

               (b)  Security  Deposit.  GSV  hereby  releases  any  claim to the
          security  deposit  previously  given to  Landlord  by GSV  pursuant to
          Article  13th  of the  Lease,  which  shall  become  the  property  of
          Landlord.

               (c) Note. Upon execution of this Agreement,  GSV shall deliver to
          Landlord  a  promissory  note in the form of  Exhibit  A hereto in the
          principal  amount of $356,249.04  (the "Note"),  dated the date hereof
          and executed by GSV. The Note shall mature 24 months after the date of
          execution of this  Agreement and shall bear interest at the rate of 7%
          per annum.  All principal  and interest  shall be due and payable upon
          maturity of the Note. Payment and performance of all obligations under
          the  Note  shall  be   guaranteed   by  Polystick   U.S.   Corporation
          ("Polystick")  in the form of Exhibit B hereto  (the  "Guaranty")  and
          secured by the Pledge  Agreement of Polystick in the form of Exhibit C
          hereto  (the  "Pledge  Agreement"),  each  dated the date  hereof  and
          executed by Polystick and delivered to Landlord.

               (d)  Shares.  Upon the  execution  of this  Agreement,  GSV shall
          deliver to Landlord 200,000 shares of Series C Preferred Stock,  $.001
          par value ("Series C Preferred Stock"),  of GSV (the "Shares"),  which
          shall have a liquidation preference over GSV's common stock, par value
          $.001 per share  ("Common  Stock"),  equal to $1 per share of Series C
          Preferred Stock and shall be convertible at the election of the holder
          into  shares of  Common  Stock  initially  at the rate of one share of
          Common  Stock for each share of Series C Preferred  Stock,  all as set
          forth in the form of  Certificate of  Designation  attached  hereto as
          Exhibit D hereto,  which shall have been filed with the  Secretary  of
          State  of  Delaware  on or  prior  to the  date of  execution  of this
          Agreement (this Agreement,  together with the Note, the Guaranty,  the
          Pledge  Agreement and such  Certificate of  Designation,  referred to,
          collectively,  as the  "Settlement  Documents");  provided  that  as a
          condition  to


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<PAGE>

          GSV's  obligation  to deliver the Note and the Shares  Landlord  shall
          have  executed  and  delivered  to  GSV an  investment  representation
          certificate  in  the  form  of  Exhibit  E  hereto  (the   "Investment
          Representation Certificate").

               (e) Legal Fees.  Upon the  execution of this  Agreement GSV shall
          reimburse  the legal  fees and costs of  Landlord  up to a maximum  of
          $10,000.

        3. Releases.

        (a) Upon execution of this  Agreement and  Landlord's  receipt of the
items set forth in Section 2 to be delivered at the  execution,  subject only to
the further  delivery of $20,000 as provided in Section  2(a),  Landlord  hereby
fully  releases and forever  discharges  GSV,  its direct and indirect  parents,
subsidiaries and affiliates, together with their respective officers, directors,
partners,  shareholders,  employees and agents (collectively,  the "GSV Group"),
from and against any and all actions, causes of action,  lawsuits,  liabilities,
claims,  demands,  damages,  expenses,  loss of  compensation,  liabilities  and
obligations of any nature  whatsoever,  whether known or not known,  and whether
now existing, that it may now or hereafter have or claim to have against the GSV
Group or any member  thereof,  for, upon, or by reason of any matter,  event, or
cause of any kind,  arising  out of or related to the Lease,  including  but not
limited to claims of breach of contract, defamation, libel or slander; provided,
however,  that such release and discharge  shall not operate with respect to the
provisions of the Settlement Documents, or any of them.

        (b) Upon  execution  of this  Agreement,  GSV  hereby  fully  releases
and discharges  Landlord and its direct and indirect  parents,  subsidiaries and
affiliates,  together  with  their  respective  officers,  directors,  partners,
shareholders, employees and agents (collectively, the "Landlord Group") from and
against any and all actions, causes of action,  lawsuits,  liabilities,  claims,
demands, damages, expenses, loss of compensation, liabilities and obligations of
any nature  whatsoever,  whether  known or not known,  and whether now existing,
that it may now or hereafter have or claim to have against the Landlord Group or
any member  thereof,  for, upon, or by reason of any matter,  event, or cause of
any kind,  arising out of or related to the Lease,  including but not limited to
claims of breach of contract,  defamation,  libel or slander; provided, however,
that such release and discharge shall not operate with respect to the provisions
of the Settlement Documents, or any of them.

        (c)  It is  expressly  agreed  that  this  Agreement  is a full  and
final settlement,  release,  discharge of and from any and all claims,  actions,
demands, damages, causes of action, held or possessed by the Parties, in any way
related to the Lease, subject to the terms and conditions hereof.

        4. No Admission of Liability. It is further understood and agreed that
this  Agreement  is entered into in full,  final,  and  complete  compromise  of
disputed  claims and causes of action as aforesaid and is not to be construed as
an  admission  of  liability or waiver of any


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<PAGE>
defenses and that the Parties have  expressly  denied any and all  liability and
negligence  and  expressly  reserved any and all rights to any and all available
defenses of any nature whatsoever.

        5.  Governing  Law. This  Agreement will be construed and interpreted in
accordance  with the laws of the State of New Jersey,  without  giving effect to
the choice or conflict of law principles thereof.

        6. Entire  Agreement. This Agreement represents the entire understanding
between the Parties with respect to the subject  matter  contained  herein,  and
supersedes  all prior  written or oral  understandings  or  representations.  No
modification,  amendment or waiver of any terms or conditions of this  Agreement
will be effective unless made in a writing dated subsequently  hereto and signed
by the Parties.

        7.  Representations. (a) Each of the Parties acknowledges and represents
that  (i)  they  are  represented  by  legal  counsel  in  connection  with  the
consideration and execution of this Agreement, (ii) in executing this Agreement,
the Party has relied solely upon the Party's own judgment, belief and knowledge,
and the advice and  recommendation  of the  Party's own  independently  selected
legal counsel  concerning the nature,  extent and duration of the Party's rights
and  claims,  (iii)  that  the  Party  has not  been  influenced  to any  extent
whatsoever in executing this Agreement by any  representations or statements not
expressly  contained  or referred to herein,  (iv) such Party is  authorized  to
enter into this Agreement,  all authorizations (if any) necessary for such Party
to enter into this Agreement  have been  obtained,  and such Party hereby waives
any claim that this Agreement is  unenforceable  by virtue of lack of authority,
lack of execution formalities or otherwise,  and (v) none of the claims that are
the  subject of this  Agreement  have been  previously  assigned  by such Party.
Landlord  represents  that it has not filed or permitted to be filed against GSV
or any of its  affiliates,  individually  or  collectively,  any lawsuits and he
covenants and agrees that it will not do so at any time  hereafter  with respect
to the subject matter of this  Agreement,  except as may be necessary to enforce
the Settlement  Documents,  or any of them. GSV represents that it has not filed
or permitted to be filed  against  Landlord any lawsuits and GSV  covenants  and
agrees that it will not do so at any time  hereafter with respect to the subject
matter of this  Agreement,  except as may be necessary to enforce the Settlement
Documents, or any of them.

        (b) GSV further represents and warrants to Landlord that: (i) GSV is
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware;  (ii) the  execution  and  delivery by GSV of the  Settlement
Documents to which it is a party,  and the performance by GSV of its obligations
thereunder, including, without limitation, the issuance of the Shares, have been
duly authorized by all necessary corporate action, and GSV has contemporaneously
herewith delivered to Landlord  certificated  copies of resolutions duly adopted
by its board of  directors,  which  remain in full force and effect,  and of its
certificate  of  incorporation  and  by-laws,  as  amended  to date;  (iii)  the
Settlement  Documents  to which it is a party  constitute  the valid and legally
binding  obligations  of GSV  enforceable  against GSV in accordance  with their
respective  terms;  (iv) neither the  execution  and delivery of the  Settlement
Documents  to which  it


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<PAGE>
is a party, nor the consummation of the transactions  contemplated thereby, will
violate any provision of the certificate of  incorporation or by-laws of GSV, or
any law, rule, regulation, writ, judgment,  injunction,  decree or determination
or other order of any court,  government or governmental  agency or binding upon
GSV or  conflict  with or breach any  contract  or  agreement  to which GSV is a
party;  (v) the authorized  capital stock of GSV consists of 1,500,000 shares of
Series B Preferred  Stock,  $.001 par value, all of which are validly issued and
outstanding,  fully paid and  non-assessable,  and  75,000,000  shares of Common
Stock,  7,472,703  of which,  as of the date  hereof,  are  validly  issued  and
outstanding, fully paid and non-assessable,  no other shares of capital stock of
GSV are  authorized,  issued or  outstanding,  and  there are no  subscriptions,
warrants,  options, calls,  commitments by or agreements or other obligations to
which GSV is bound relating to the issuance or purchase of any shares of capital
stock other than this  Agreement,  or as  identified  in the SEC  Documents  (as
hereinafter defined); (vi) upon issuance pursuant to this Agreement,  the Shares
will be validly issued,  fully-paid and non-assessable,  free of any pre-emptive
rights or other charge or  encumbrance,  GSV has duly reserved for issuance from
the  authorized and unissued  Common Stock such number of shares  sufficient for
issuance  upon  conversion of the Shares,  and,  upon  issuance  pursuant to the
foregoing  Certificate  of  Designation,  such  shares of Common  Stock  will be
validly issued, fully-paid and non-assessable,  free of any preemptive rights or
other  charge  or  encumbrance;   (vii)  assuming  the  accuracy  of  Landlord's
representations  contained in the  Investment  Representation  Certificate,  the
issuance of the Shares,  and the issuance of the shares of Common Stock issuable
upon  conversion of the Shares,  are exempt from the  registration  requirements
under the Securities Act of 1933, as amended (the "Securities  Act"); and (viii)
GSV's most recent Annual Report on Form 10-KSB and its Quarterly  Report on Form
10-QSB, each as filed with the Securities and Exchange Commission (collectively,
the "SEC Documents"), do not contain any untrue statement of a material fact nor
omit to state a material fact required to be stated therein or necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.

        8.  Attorneys'  Fees.  In the event of a breach of Section  2(a) of this
Agreement  by  GSV,  Landlord  shall  be  entitled  to  recovery  of  all of its
reasonable  attorneys'  fees and costs in collecting the amounts owed thereunder
and enforcing its rights thereunder.

        9. Jurisdiction.  The parties agree that the exclusive jurisdiction for
all disputes  arising out of this  Agreement  are the Courts of the State of New
Jersey or the Federal Courts located in the State of New Jersey.

        10. Registration Rights.

        (a)  Landlord  shall from time to time have the right to include all of
the shares of Common Stock issued or issuable upon conversion of the Shares and,
in the event the Landlord  exercises  its rights  under  Section 6 of the Pledge
Agreement,  all of the shares of Common Stock issued or issuable upon conversion
of the Pledged Shares (as defined therein)(the "Registrable Securities") as part
of a  registration  statement  (the  "Registration  Statement")  filed by GSV in


                                      -5-
<PAGE>
connection  with any public offering of its securities  (excluding  registration
statements on Forms S-4 and S-8).

        (b) GSV shall give Landlord notice of such a proposed registration at
least 20 days prior to the filing of a  Registration  Statement.  At the written
request of  Landlord,  delivered  to GSV within 10 days after the receipt of the
notice from GSV, which request shall state the number of Registrable  Securities
that Landlord  wishes to sell or  distribute  publicly  under such  Registration
Statement  proposed  to be filed  by GSV,  GSV  shall  include  the  Registrable
Securities in the Registration Statement.

        (c) With respect to the Registration  Statement prepared and filed
pursuant to this  Section,  and the inclusion of  Registrable  Securities in the
Registration  Statement pursuant to this Section 8, all fees, costs and expenses
of registration  shall be borne by GSV,  including all registration,  filing and
other fees payable to any securities  exchange or automated  quotation system on
which GSV's  securities are or will be listed (an  "Exchange")  and the National
Association  of  Securities   Dealers,   Inc.;   printing  expenses,   fees  and
disbursements   of  counsel  and   accountants  for  GSV;  all  legal  fees  and
disbursements  and other expenses of complying with state securities or blue sky
laws of any  jurisdictions  in which  the  securities  to be  offered  are to be
registered  and qualified.  All sales  commissions,  underwriting  discounts and
similar payments will be borne by the selling shareholders.

        (d)  If  the  Registration  Statement  is  filed  in  connection with an
underwritten  secondary  registration  on  behalf  of  security  holders  having
contractual registration rights that exist on the date hereof ("Other Holders"),
and the  managing  underwriters  advise GSV in writing  that in their good faith
opinion the number of securities  requested to be included in such  Registration
Statement exceeds the number that can be sold in such offering, GSV will include
in such  Registration  Statement (i) first, the securities of such Other Holders
requesting such registration  pursuant to demand  registration  rights, pro rata
among such Other Holders,  (ii) second,  Registrable  Securities requested to be
included in such Registration  Statement and such other securities  requested to
be included in such registration  statement by security holders other than Other
Holders on whose  behalf  such  registration  statement  is being filed who have
contractual  registration  rights  that  existed  on the date of this  Agreement
("Additional  Holders"),  pro rata among Landlord and such Additional Holders on
the  basis of the  number  of  Registrable  Securities  of  Landlord  and  other
securities  of  such  Additional  Holders  requested  to  be  included  in  such
Registration  Statement,  and (iii)  third,  other  securities  requested  to be
included in such Registration Statement.

        (e) GSV will keep Landlord  advised in writing as to the  initiation of
the registration and as to the completion thereof. At its expense, GSV will:

               (i) Keep such registration  effective for a period of twelve (12)
        months;


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<PAGE>
               (ii)  Hold  in confidence  and  not  make  any   disclosure  of
        information  concerning Landlord provided to GSV unless (i) disclosure
        of such  information  is  necessary  to comply  with  federal or state
        securities  laws or with  legitimate  rules  or  orders  of any  stock
        exchange or similar body,  (ii) the disclosure of such  information is
        necessary  to avoid or  correct  a  misstatement  or  omission  in the
        Registration  Statement,  (iii) the  release  of such  information  is
        ordered  pursuant  to a  subpoena  or  other  order  from a  court  or
        governmental  body of competent  jurisdiction or (iv) such information
        has  been  made  generally  available  to the  public  other  than  by
        disclosure  in violation  of this or any other  agreement;  and,  upon
        learning that disclosure of such  information  concerning  Landlord is
        sought in or by a court or governmental body of competent jurisdiction
        or through  other means,  give prompt  notice to Landlord  and, at the
        expense  of  Landlord,   undertake   appropriate   action  to  prevent
        disclosure of, or to obtain a protective order for, such information;

               (iii) Use its  commercially reasonable efforts to  register  or
        qualify  the  Registrable  Securities  covered  by  such  Registration
        Statement under the securities or blue sky laws of such  jurisdictions
        as Landlord shall reasonably  request  (provided that GSV shall not be
        required in connection  therewith or as a condition thereto to qualify
        to do business  or to file a general  consent to service of process in
        any such jurisdiction where it has not been qualified); and

               (iv) Keep such registration or  qualification  in effect for as
        long as such Registration  Statement remains in effect, and do any and
        all other acts or things which may be necessary or advisable to enable
        Landlord to  consummate  the public sale or other  disposition  of the
        Registrable Securities in such jurisdictions.

        (f) GSV shall have no obligation under this Section 10 to make any
offering of its securities, or to complete an offering of its securities that it
proposes to make or to complete the  registration of any Registrable  Securities
if it does not complete the offering of the  securities it proposes to make, and
shall incur no liability to Landlord for its failure to do so.

        (g) It shall be a condition precedent to the obligations of GSV to take
any  action  pursuant  to  this  Section  10  with  respect  to the  Registrable
Securities that Landlord shall furnish to GSV such information regarding itself,
the  Registrable  Securities held by it, and the intended method of distribution
of such securities as shall reasonably be required to effect the registration of
Landlord's  Registrable  Securities.  In the event of any such  registration  of
Registrable   Securities,   GSV  and  the   Landlord   shall   enter  into  such
indemnification and contribution  arrangements as are customary for transactions
of that nature.

        11.  Miscellaneous.  Except in connection with any legal proceeding
between  the  Parties  hereto  relating to the  enforcement  of this  Agreement,
neither Party will at any time make any disparaging  statement in respect of the
other Party that is likely to come to the  attention  of


                                      -7-

<PAGE>
any member of the media or any  employee,  client or vendor of GSV,  Landlord or
any of their respective affiliates.

        12. Notices and Addresses. All notices,  offers,  acceptances and any
other acts under this Agreement  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 Landlord:            116 Newark Avenue Corporation
                                        30 Montgomery Street
                                        Jersey City, New Jersey 07302
                                        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 GSV:                 GSV, Inc.
                                        191 Post Road West
                                        Westport, Connecticut 06880
                                        Attn: Gilad Gat, President

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

        13. Survival of Representations. Each representation and warranty
contained  herein shall survive the execution and delivery of this Agreement for
a period of one year from the date hereof.

        14. Benefits. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.

        15.  Execution in  Counterparts.  This  Agreement may be executed in one
or more  counterparts,  each of  which  shall  be an  original  and all of which
together shall constitute one and the same instrument.


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<PAGE>
     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.


                                        GSV, INC.


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


                                        116 NEWARK AVENUE CORPORATION


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


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