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                                                                    EXHIBIT 10.4
                                                                    ------------

                           POLYSTICK U.S. CORPORATION
                                  C/o GSV, Inc.
                                  191 Post Road
                           Westport, Connecticut 06880



                                  May 11, 2004


D. Emerald Investments Ltd.
85 Medinat Ha-Yehudim
Herzeliya, ISRAEL
Attention:  Roy Harel
            Manager

            Re: Voting Agreement
                ----------------

Gentlemen:

     Reference  is made to the Purchase  Agreement  (the  "Purchase  Agreement")
dated as of the date hereof,  by and between GSV,  Inc. (the  "Company")  and D.
Emerald  Investments  Ltd.  (the  "Investor").  Any  term  used in  this  Voting
Agreement without definition shall have the meaning ascribed to such term in the
Purchase Agreement.

     Polystick U.S. Corporation ("Polystick" or "the undersigned")  acknowledges
that,  pursuant to the  Purchase  Agreement,  the  Investor  has a right,  under
certain terms and conditions contained in the Purchase Agreement, to request the
Company to cause its Board of  Directors to appoint a person  designated  by the
Investor to the Company's  Board of Directors  and, in addition,  for so long as
the Investor holds at least eighty-five percent (85%) of the Common Stock issued
upon the exercise of the Warrant and  conversion  of the  Convertible  Note,  to
nominate  such person (or a different  person  designated by the Investor) to be
re-elected to the Company's Board of Directors in connection with any meeting of
the  stockholders  of the  Company at which  directors  are to be  elected.  The
undersigned,  the guarantor of the Company's  obligations  to the Investor under
the  Convertible  Note,  has  agreed to enter  into this  Voting  Agreement  and
accordingly, for good and valuable consideration, the receipt and sufficiency is
hereby acknowledged, hereby agrees as follows:

     Upon such time as the Investor  exercises  the Warrant in full and converts
the Convertible  Note in full, and the Company fails to fully and timely fulfill
any of its  obligations  to the  Investor  under  Section  4(a) of the  Purchase
Agreement,   then,  at  the  Investor's  request  upon  written  notice  to  the
undersigned,  the  undersigned  will vote its shares of the  Company's  Series B
Convertible  Preferred Stock, par value $.001 per share (the "Series B Preferred
Stock"),  in favor of a nominee  designated  by the  Investor in any election of
directors  occurring  during such time and for so long as the Investor  holds at
least 85% of the Common Stock issued upon such exercise and conversion. Provided
that Polystick  continues to have the right to designate and elect  directors to
the Company's  board of  directors,  any such nominee shall count as one of such
directors. In addition, the undersigned shall use all its power and authority as
provided by the
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Company's  amended and restated  by-laws and the  Certificate  of  Designations,
Preferences  and  Rights of the  Series B  Preferred  Stock to  convene,  at the
Investor's  request,  meetings  of  stockholders  as  may be  necessary,  at the
Investor's  sole  discretion,  in  order to elect a  nominee  designated  by the
Investor to the Company's Board of Directors.

     The Investor's  rights under this Agreement may not be assigned without the
prior written consent of Polystick.

     Please sign below to indicate  acceptance  of the terms  contained  in this
Voting Agreement.

                                        Very truly yours,

                                        Polystick U.S. Corporation.


                                        By:
                                           --------------
                                           Sagi Matza
                                           President

ACCEPTED AND AGREED TO:

D. Emerald Investments Ltd.


By:
   -------------
   Roy Harel
   Manager