<PAGE>

                                                                     EXHIBIT 4.2
                                                                     -----------

THE  SECURITIES  REPRESENTED  HEREBY AND THE  SECURITIES  ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
AS  AMENDED,  OR ANY  STATE  SECURITIES  LAWS AND MAY NOTE BE SOLD OR  OTHERWISE
DISTRIBUTED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE ISSUER THAT SUCH  REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT AND LAWS.

                            WARRANT TO PURCHASE STOCK

Issuer:  GSV, Inc., a Delaware corporation
Number of Shares:  1,142,857 subject to adjustment as set forth below
Class of Stock:  Common Stock, $.001 par value per share
Exercise Price:  $.70, subject to adjustment as set forth below
Issue Date:  As of May 11, 2004
Expiration Date: May 10, 2005

     THIS  WARRANT  CERTIFIES  THAT,  for the agreed upon value of $1.00 and for
other good and  valuable  consideration,  this  Warrant is issued to D.  Emerald
Investments Ltd., a corporation  organized and existing under the laws of Israel
("Holder") by GSV, Inc., a Delaware corporation (the "Company").

     Subject to the terms of the Purchase Agreement dated as of May 11, 2004, by
and between the Company and the Holder (the "Purchase Agreement") and subject to
the terms and  conditions  hereinafter  set forth below,  the Holder is entitled
upon  surrender of this Warrant and the duly  executed  Notice of Exercise  form
annexed hereto as Appendix 1, at the office of the Company,  191 Post Road West,
Westport,  Connecticut  06880,  or such other office as the Company shall notify
the Holder of in writing (the "Principal Office"),  to purchase from the Company
One  Million,   One  Hundred  and  Forty-Two  Thousand  and  Eight  Hundred  and
Fifty-Seven  (1,142,857),  duly  authorized,  validly  issued,  fully  paid  and
non-assessable shares, free and clear of all liens, pledges, security interests,
charges,  and encumbrances  (the "Shares") of the Company's common stock,  $.001
par value per share ("Common Stock").  The purchase price per Share shall be the
Exercise  Price,  subject to  adjustment  as set forth in Article 2 below.  This
Warrant may be  exercised  in whole or in part at any time and from time to time
until 5:00 PM, Eastern time, on May 10, 2005 (the "Expiration Date"). Until such
time as this Warrant is exercised in full or expires, the Exercise Price and the
number of Shares shall be subject to adjustment as hereinafter provided

                                    ARTICLE 1

                                    EXERCISE
                                    --------

        1.1     Method of Exercise.  Holder may exercise this  Warrant, in whole
or in part, by delivering a duly  executed  Notice of Exercise in  substantially
the form attached as Appendix 1 to the Principal  Office of the Company.  Holder
shall also deliver to the Company a certified  check for the aggregate  Exercise
Price for the Shares being purchased.
<PAGE>
        1.2     Delivery  of  Certificate  and  New  Warrant.  Promptly  after
Holder exercises this Warrant,  the Company shall issue to the Holder the Shares
to which the Holder shall be entitled thereby, duly authorized,  validly issued,
fully paid, non assessable  and free and clear of all liens,  pledges,  security
interests, charges and encumbrances and shall deliver to Holder certificates for
the Shares  acquired  and, if this Warrant has not been fully  exercised and has
not expired, a new Warrant representing the right to purchase the balance of the
Shares  not yet so  acquired.  Upon  receipt  by the  Company  of the  Notice of
Exercise and the aggregate  Exercise Price, the Holder shall be deemed to be the
holder of the Shares issuable upon such exercise, notwithstanding that the share
transfer  books of the  Company  shall  then be  closed  and  that  certificates
representing such shares shall not then be actually delivered to the Holder.

        1.3 Replacement of Warrants. On receipt of evidence reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and, in the case of loss,  theft or destruction,  on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or, in the case of mutilation,  on surrender and  cancellation  of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor.  The term "Warrant" as used herein shall include this
Warrant and any  warrants  subsequently  delivered in  substitution  or exchange
therefore as provided herein.

        1.4     Sale, Merger, or Consolidation of the Company.

                1.4.1   "Acquisition".  For the  purpose of this  Warrant,
"Acquisition" means any sale,  transfer,  exclusive license, or other conveyance
or  disposition  of all or  substantially  all of the assets or  business of the
Company, or any securities transaction, reorganization,  consolidation or merger
of the Company in which the holders of the Company's  outstanding  voting equity
securities immediately prior to the transaction beneficially own less than 50.1%
of the outstanding voting equity securities of the surviving or successor entity
immediately after the transaction.

                1.4.2   Assumption  of Warrant.  This  Warrant  shall
automatically  and immediately be binding upon any successor or surviving entity
succeeding the Company as a result of an  Acquisition(other  than an Acquisition
in which the consideration  received by the Company or its stockholders,  as the
case  may  be,  consists  solely  of  cash).   Upon  the  closing  of  any  such
Acquisition.,  this Warrant shall be  exercisable  for the same  securities  and
property  as would be  payable  for the Shares  issuable  upon  exercise  of the
unexercised  portion of this Warrant as if such Shares were  outstanding  on the
record date for the Acquisition and subsequent closing. The Exercise Price shall
be adjusted accordingly.

                                    ARTICLE 2

                                   ADJUSTMENTS
                                   -----------

        2.1     Stock Dividends, Splits, Etc. If the outstanding shares of the
Company's  Common Stock at any time while this Warrant  remains  outstanding and
unexpired  shall be  subdivided  or split  into a greater  number of shares or a
dividend  in Common  Stock  shall be paid in respect of the  outstanding  Common
Stock, the Exercise Price in effect  immediately prior to such subdivision or at
the record date of such dividend shall, simultaneously with the effectiveness of
such subdivision or split or immediately  after the record date of such dividend
(as the case may be),


                                      -2-
<PAGE>
be proportionately decreased. If the outstanding shares of Common Stock shall be
combined or reverse-split into a smaller number of shares, the Exercise Price in
effect   immediately   prior  to  such   combination  or  reverse  split  shall,
simultaneously  with the  effectiveness of such combination or reverse split, be
proportionately  increased.  When any  adjustment  is required to be made in the
Exercise  Price,  the number of Shares  purchasable  upon the  exercise  of this
Warrant  shall be changed to the number  determined  by  dividing  (i) an amount
equal to the  number  of  Shares  issuable  upon the  exercise  of this  Warrant
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately  prior to such  adjustment,  by (ii) the  Exercise  Price in  effect
immediately after such adjustment.

        2.2     Reclassification, Exchange or Substitution. Upon any
reclassification,  recapitalization,  exchange, substitution,  reorganization or
other event that  results in a change of the number  and/or  class of the Common
Stock,  lawful  provision  shall  be made  so  that  Holder  shall  be  entitled
thereafter to receive,  upon  exercise of this  Warrant,  the number and kind of
securities  and property that Holder would have been entitled to receive if this
Warrant had been exercised immediately before such  reclassification,  exchange,
substitution,  reorganization  or other  event.  In any such  case,  appropriate
adjustment (as  reasonably  determined by the Board of Directors of the Company)
shall be made in the application of the provisions set forth herein with respect
to the rights and interests  thereafter of Holder such that the  provisions  set
forth in this  Section 2  (including  provisions  with  respect to the  Exercise
Price) shall thereafter be applicable,  as nearly as is reasonably  practicable,
in relation to any shares of stock or other  securities  or property  thereafter
deliverable  upon the exercise of this Warrant.  The  provisions of this Section
2.2  shall   similarly   apply  to  successive   reclassifications,   exchanges,
substitutions, reorganizations or other events.

        2.3     Price Adjustment. No adjustment in the per share Exercise Price
shall be required unless such  adjustment  would require an increase or decrease
in the Exercise Price of at least $0.01; provided, however, that any adjustments
that by reason of this  subsection  are not required to be made shall be carried
forward and taken into account in any subsequent  adjustment.  All  calculations
under this Section 2 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.

        2.4     No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation, as amended, or through a reorganization,  transfer
of assets, consolidation,  merger, dissolution,  issue, or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms,  covenants,  stipulations  or  conditions to be observed or
performed  under  this  Warrant by the  Company,  but shall at all times in good
faith  assist in carrying  out of all the  provisions  of this  Article 2 and in
taking all such action as may be necessary or  appropriate  to protect  Holder's
rights under this Article against impairment. The Company further agrees that it
will maintain and reserve at all times, free from pre-emptive  rights, and after
giving effect to all other options,  warrants,  convertible securities and other
rights to acquire shares of the Company,  such number of authorized but unissued
Shares to permit the  exercise  of this  Warrant  for the full  number of Shares
herein  and so that this  Warrant,  and any  subsequent  Warrants  issued to the
Holder, may be exercised without additional  authorization.  The Company further
covenants that the Shares, when issued pursuant to the exercise of this Warrant,
will be dully authorized,  validly issued, fully paid and non-assessable shares,
free  and  clear  of  all  liens,  pledges,  security  interests,  charges,  and
encumbrances.

        2.5     Adjustments for Diluting Issuances. If the Company shall issue,
after  the  Issue  Date  set  forth  on the  face of this  Warrant,  any  Equity
Securities  (as  defined  below)  at a price


                                      -3-
<PAGE>
per share or conversion price or exercise price lower than the Exercise Price in
effect  immediately  before such Equity Securities are issued, (as such Exercise
Price may have been  previously  adjusted  pursuant  to the  provisions  of this
Article 2), the Exercise Price for the Shares of Common Stock issuable hereunder
shall be  adjusted to equal the price per share or the  conversion  price or the
exercise price of such Equity Securities, as applicable. The foregoing shall not
apply to issuance of common stock or preferred  stock the proceeds of which will
be payable to the Company in immediately available funds upon issuance thereof.

For  purposes  of this  Warrant,  the term  "Equity  Securities"  shall mean any
securities  evidencing an ownership  interest in the Company,  or any securities
having  voting  rights in the  election of the Board of Directors of the Company
not contingent upon default,  or any securities  convertible into or exercisable
for any class of shares of the Company,  or any agreement or commitment to issue
any of the foregoing.

        2.6     Fractional Shares. No fractional Shares shall be issuable upon
exercise  or  conversion  of the  Warrant  and the number of Shares to be issued
shall be rounded up to the nearest whole Share.

        2.7     Certificate as to Adjustments. Upon the occurrence of each event
that results in an  adjustment  of the Exercise  Price or number of Shares,  the
Company,  at its sole cost and expense,  shall promptly compute such adjustment,
and furnish Holder with a certificate  of its Chief  Financial  Officer  setting
forth such  adjustment  and the facts upon which such  adjustment is based.  The
Company shall, upon written request,  furnish Holder a certificate setting forth
the  Exercise  Price  and the  number of Shares  resulting  from such  event and
setting forth in reasonable  detail the method of calculation and the facts upon
which such calculation is based.

                                    ARTICLE 3

                            COVENANTS OF THE COMPANY
                            ------------------------

        3.1     Notice of Certain  Events.  If the Company  proposes at any time
(a) to declare any dividend or  distribution  upon its Common Stock,  whether in
cash,  property,  stock,  or other  securities and whether or not a regular cash
dividend;  (b) to offer for  subscription  pro rata to the holders of its Common
Stock any additional shares of stock of any class or series or other rights; (c)
to effect any  reclassification,  recapitalization,  exchange or substitution of
any of its  securities;  or (d) to merge or  consolidate  with or into any other
corporation,  or sell, lease, license, or convey all or substantially all of its
assets or business,  or to  liquidate,  dissolve or wind up; then, in connection
with each such event,  the Company shall give Holder (1) at least 15 days' prior
written  notice of the date on which a record  will be taken for such  dividend,
distribution,  or  subscription  rights  (and  specifying  the date on which the
holders of securities of the Company will be entitled to receive such  dividend,
distribution or subscription  rights) or for determining rights to vote, if any,
in respect of the matters  referred to in (c) and (d) above; and (2) in the case
of the matters  referred to in (c) and (d) above at least 20 days' prior written
notice of the date when the same will take  place  (and  specifying  the date on
which the  holders of  securities  of the  Company  will be entitled to exchange
their  securities of the Company for  securities or other  property  deliverable
upon the occurrence of such event).


                                      -4-
<PAGE>
                                    ARTICLE 4

                                  MISCELLANEOUS
                                  -------------

        4.1     Legends.  This  Warrant and the Shares shall be  imprinted  with
a legend in  substantially the following form:

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

        4.2     Compliance with Securities Laws on Transfer. This Warrant and
the  Shares  may not be  transferred  or  assigned  in whole or in part  without
compliance with applicable  federal and state  securities laws by the transferor
and the transferee  (including,  without limitation,  the delivery of investment
representation  letters  and  legal  opinions  reasonably  satisfactory  to  the
Company, as reasonably requested by the Company).  The Company shall not require
Holder to provide an opinion of counsel if the  transfer is to an  affiliate  of
Holder or if (i) there is no material question as to the availability of current
information  as referenced in Rule 144(c),  (ii) Holder  represents  that it has
complied with Rule 144(d) and (e) in reasonable detail, (iii) the selling broker
represents  that it has  complied  with Rule  144(f),  and (iv) the  Company  is
provided with a copy of Holder's notice of proposed sale.

        4.3     Transfer Procedure. Subject to the provisions of Section 4.2,
Holder may transfer all or part of this Warrant and/or the Shares  issuable upon
exercise of this Warrant at any time by giving the Company notice of the portion
of the Warrant being  transferred  setting forth the name,  address and taxpayer
identification  number of the transferee,  if applicable and  surrendering  this
Warrant to the  Company  for  reissuance  to the  transferee(s)  (and  Holder if
applicable in case of a partial transfer).

        4.4     No Rights as  Stockholder.  Until the  exercise of this Warrant,
the  registered  Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

        4.5     Successors.  The rights and obligations of the parties to this
Warrant will inure to the benefit of and be binding upon the parties  hereto and
their  respective  heirs,  successors,   assigns,   pledgees,   transferees  and
purchasers

        4.6     Headings.  The  headings in this Warrant are for purposes of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.

        4.7     Governing  Law and Jurisdiction.  This Warrant will be deemed to
have  been  made and  delivered  in New York  City  and will be  governed  as to
validity, interpretation,  construction, effect and in all other respects by the
internal  laws of the State of New York.  Each of


                                      -5-
<PAGE>
the  Company  and  Holder  hereby  (i)  agrees  that any legal  suit,  action or
proceeding  arising  out of or  relating to this  Agreement  will be  instituted
exclusively in New York State Supreme Court, County of New York or in the United
States  District  Court for the Southern  District of New York,  (ii) waives any
objection to the venue of any such suit,  action or proceeding  and the right to
assert  that  such  forum is not a  convenient  forum for such  suit,  action or
proceeding, (iii) irrevocably consents to the jurisdiction of the New York State
Supreme Court,  County of New York and the United States  District Court for the
Southern  District  of New York in any such  suit,  action or  proceeding,  (iv)
agrees to accept  and  acknowledge  service of any and all  process  that may be
served in any such suit,  action or proceeding in New York State Supreme  Court,
County of New York or in the  United  States  District  Court  for the  Southern
District  of New York and (v) agrees that  service of process  upon it mailed by
certified  mail to its  address set forth in Section 4.6 below will be deemed in
every  respect  effective  service  of  process  upon it in any suit,  action or
proceeding.

        4.8     Notices.  Any notice or other  communications  required  or
permitted  hereunder shall be sufficiently  given if delivered in person or sent
by facsimile or certified mail,  postage  prepaid,  if to the Company,  to it at
GSV,  Inc.,  191  Post  Road  West,  Westport,   Connecticut  06880,  Attention:
President, with a copy to Davis & Gilbert LLP, 1740 Broadway, New York, New York
10019,  Attention:  Ralph W.  Norton,  Esq.,  and if to  Holder,  to D.  Emerald
Investments Ltd., 85 Medinat Ha-Yehudim, Herzelia, Israel, Attention: Roy Harel,
Manager,  with  a copy  to  Kantor,  Elhanani,  Tal & Co.,  Mozes  House,  74-76
Rothschild Blvd., Tel-Aviv Israel 65785, Attention: Adv. Dana Yagur.

        4.9     Waiver.  This  Warrant  and any term  hereof may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.

        4.10    Attorneys  Fees.  In the event of any  dispute  between  the
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys' fees.

        4.11    Severability.  In case any one or more of the provisions
contained  in this Warrant  shall be invalid,  illegal or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained  herein  shall not in any way be  affected or  impaired  thereby.  The
parties  shall  endeavor  in good faith  negotiations  to replace  the  invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  invalid,   illegal  or
unenforceable provisions.

                                        GSV, INC.


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


                                      -6-
<PAGE>
                                   APPENDIX 1
                                   ----------

                               NOTICE OF EXERCISE
                               ------------------

     1.  The  undersigned   hereby  elects  to  purchase  _____  shares  of  the
____________ stock of GSV, Inc. pursuant to Section 1.1 of the attached Warrant,
and tenders herewith payment of the Exercise Price of such shares in full.

     2. Please issue a certificate or certificates  representing  said shares in
the name of the undersigned or in such other name as is specified below:


                                -------------------------------------------
                                (Name)


                                -------------------------------------------

                                -------------------------------------------
                                (Address)

     3. The undersigned represents it is acquiring the shares solely for its own
account  and not as a nominee for any other party and not with a view toward the
resale or distribution  thereof except in compliance with applicable  securities
laws.


                                ------------------------------------
                                (Signature)

--------------------
(Date)


                                      -7-