<PAGE>

                                                                    EXHIBIT 10.1
                                                                    ------------

                               PURCHASE AGREEMENT
                               ------------------

     PURCHASE  AGREEMENT  (this  "Agreement"),  dated  as of May 11,  2004  (the
"Effective  Date"),  by and  between  GSV,  Inc.,  a Delaware  corporation  (the
"Company"),  and D.  Emerald  Investments  Ltd.,  an  Israeli  corporation  (the
"Investor").

                                   WITNESSETH:
                                   -----------

     WHEREAS,  the Investor  desires to purchase  (i) a two-year 8%  convertible
promissory note in the principal  amount of $200,000 (the  "Convertible  Note"),
and (ii) a warrant to  purchase  up to  1,142,857  shares  ("Shares")  of common
stock, par value $.001 per share ("Common Stock"), of the Company, at a price of
$.70 per share (the  "Warrant";  and together  with the  Convertible  Note,  the
"Securities") from the Company and the Company desires to sell the Securities to
the Investor,  subject to the terms and conditions set forth in this  Agreement;
and

     WHEREAS,  the  Convertible  Note and the  Warrant  will  have the terms and
conditions  set forth in the forms of Convertible  Note and Warrant  attached to
this Agreement as Exhibit A and Exhibit B, respectively.

     NOW,  THEREFORE,  in  consideration  of the premises,  the mutual covenants
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Sale and Purchase; Closing

          (a)  Effective  as  of the Effective  Date, the Company hereby  sells,
transfers,  conveys  and  delivers  to the  Investor,  and the  Investor  hereby
purchases and receives from the Company, the Securities.

          (b)  Contemporaneously with the execution and delivery of this
Agreement,  (i) the Investor is delivering to the Company the sum of $200,000 as
the full purchase price for the  Convertible  Note and the Warrant,  by check or
wire transfer,  (ii) the Company and the Investor are executing the  Convertible
Note and delivering same to the Company,  and (iii) the Company is executing and
delivering the Warrant to the Investor.

          (c)  To secure the Company's obligations under the Convertible Note,
at the Closing (as  defined  below) the  Investor  shall  receive the  following
security  agreements  (the "Security  Agreements",  which term shall include any
modifications or replacements  thereof) granting security  interests in or other
liens on the following collateral and all proceeds (the "Collateral"):

               (i)  a  Pledge   Agreement  from   Polystick   U.S.   Corporation
          ("Polystick"),  granting a  security  interest  in  200,000  shares of
          Series B Convertible  Preferred  Stock, par value $.001 per share (the
          "Preferred  Stock")  (being 13.33  percent  (13.33%) of the issued and
          outstanding  Preferred  Stock) of the  Company,  in the form  attached
          hereto as Exhibit C; and
<PAGE>
               (ii) a Guaranty  Agreement  from  Polystick in the form  attached
          hereto as Exhibit D.

     The Company  shall file, or cause to be filed,  at the Company's  sole cost
     and expense,  any and all financing  statements and other similar documents
     as may be required under applicable law in order to perfect or maintain the
     perfection  of the  Investor's  security  interest  in or other lien on the
     Collateral under the Security Agreements.

          (d)  The  closing for the  purchase and sale of the  Securities  shall
take place by email and  regular  mail on May 11,  2004  ("Closing").  All acts,
deliveries and confirmations  comprising the Closing regardless of chronological
sequence shall be deemed to occur  contemporaneously and simultaneously upon the
occurrence of the last act,  delivery or confirmation of the Closing and none of
such acts,  deliveries or confirmations  shall be effective unless and until the
last of same shall have occurred.

          (e)  At the Closing the Company shall  deliver to the Investor,  among
other things, the following documents:

               (i)  Copy of a  resolution  of the  Company's  board of directors
                    approving the Company's execution of this Purchase Agreement
                    and the issuance of the Convertible  Note and the Warrant to
                    the Investor.

               (ii) Validly issued Convertible Note and the Warrant.

               (iii)Validly executed Security Agreements.

               (iv) Validly executed Voting Agreement  pursuant to provisions of
                    Section 4(b) below.

     2. Representations and Warranties of the Company

          The Company hereby represents, warrants and agrees to and with the
Investor as follows:

          (a) Organization and Good Standing. The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all  requisite  corporate  power and  authority to carry on its
business as now conducted.  The Company is duly  qualified to transact  business
and is in good standing in each  jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or properties.  The rights,
preferences,  privileges and restrictions granted to or imposed upon the Shares,
and the  holders  thereof  are as set  forth  in the  Company's  Certificate  of
Incorporation and Certificates of Amendment  thereof,  Certificate of Merger and
Amended  and  Restated  By-laws,  true and  complete  copies of which  have been
delivered to Investor and are attached as Exhibit E hereto.

          (b) Authorization. All corporate action on the part of the Company,
its  officers,  directors  and  stockholders  necessary  for the  authorization,
execution and delivery of this Agreement,  the Convertible Note and the


                                      -2-
<PAGE>
Warrant,  and the  performance of all  obligations of the Company  hereunder and
thereunder, has been taken. This Agreement, the Convertible Note and the Warrant
constitute valid and legally binding obligations of the Company,  enforceable in
accordance  with their  respective  terms,  except (i) as limited by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and other laws of general
application  affecting  enforcement of creditors' rights generally,  and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.

          (c) Capitalization. The authorized capital of the Company is as set
forth in the Company's  annual report on Form 10-KSB for the year ended December
31, 2003 attached hereto as Exhibit F. All of the  outstanding  shares of Common
Stock  have been duly and  validly  authorized  and  issued,  are fully paid and
nonassessable,   and  were  issued  in  compliance  with  the   registration  or
qualification  provisions of the Securities Act of 1933, as amended (the "Act"),
any  applicable  state  securities  laws,  or in each  case  pursuant  to  valid
exemptions  therefrom.  Except for the  Warrant and the  Convertible  Note to be
issued and delivered pursuant to this Agreement, since the date of filing of the
Company's annual report on Form 10-KSB,  the Company has not issued any options,
warrants,  rights  (including  conversion or preemptive  rights) or  agreements,
orally or in writing,  for the purchase or  acquisition  from the Company of any
securities of the Company.

          (d) No Consents. The execution and delivery of this Agreement, the
Convertible  Note and the  Warrant,  and the  issuance  of the  Shares  upon the
exercise  of the  Warrant  and/or  the  conversion  of the  Convertible  Note in
accordance  with the terms  thereof,  and the compliance by the Company with the
provisions  hereof or thereof (i) are not and will not be inconsistent  with the
Company's Certificate of Incorporation (as amended) or the Company's Amended and
Restated Bylaws, (ii) do not and will not contravene any law,  governmental rule
or regulation, judgment or order applicable to the Company, and (iii) do not and
will not  contravene  any  provision  of,  or  constitute  a  default  under any
indenture,  mortgage,  contract  or other  instrument  of which the Company is a
party or by which it is bound, or require the consent or approval of, the giving
of notice to, the registration with or the taking of any action in respect of or
by, any federal, state or local government authority or agency or other person.

          (e) Common Stock. All shares of Common Stock that may be issued (i)
upon the  conversion  of the  Convertible  Note;  (ii) in  respect  of  interest
payments on the Convertible Note; and/or (iii) upon the exercise of the Warrant,
shall,  upon  issuance,  be duly  authorized,  validly  issued,  fully  paid and
non-assessable,   and  free  of  any  liens,  claims,  encumbrances  and  rights
whatsoever  except for restrictions on transfer  provided for in the Convertible
Note and the Warrant and under applicable federal and state securities laws.

          (f) No Broker fees. No agent or broker or any person acting in similar
capacity  is or will be entitled  to any  broker's or finder's  fee or any other
similar  commission  or fee in  connection  with the  transactions  contemplated
hereby.

     3. Representations and Warranties of Investor

        The Investor hereby represents, warrants and agrees to and with the
Company as follows:

          (a) Organization,  Good  Standing.  The Investor is a corporation duly
organized, validly existing and in good standing under the laws of Israel.

          (b) Authorization. All corporate action on the part of the Investor,
its officers,  directors  and  stockholders,  necessary  for the  authorization,
execution and delivery of this


                                      -3-
<PAGE>
Agreement,  and for the  authorization and execution of the Convertible Note and
the performance of all obligations of the Investor  hereunder and thereunder has
been taken.  The Agreement and the Convertible Note constitute valid and legally
binding  obligations  of the  Investor,  enforceable  in  accordance  with their
respective terms,  except (i) as limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and other  laws of  general  application  affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief  or  other
equitable remedies.

          (c) Disclosure of Information. The Investor has had an opportunity to
ask  questions  and receive  answers  from the Company  regarding  the terms and
conditions  of the  offering  of  the  Securities,  as  well  as  the  business,
properties,  prospects and financial  condition of the Company.  The  foregoing,
however,  does not limit or modify the  representations  and  warranties  of the
Company  in Section 2 of this  Agreement  or the right of the  Investor  to rely
thereon.

          (d) Accredited Investor. The Investor is an "accredited investor" as
that term is  defined  in Rule  501(a) of  Regulation  D  promulgated  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act").  The Investor is
experienced in evaluating  and investing in private  placement  transactions  of
securities of companies in a similar stage of  development,  is able to fend for
itself,  can  bear  the  economic  risk of this  investment,  is  able,  without
materially  impairing its financial  condition,  to hold the  Securities and the
Common Stock for an indefinite period of time and to suffer complete loss of its
investment.

          (e) Purchase Entirely for Own Account. This Agreement is made with the
Investor  in  reliance  upon its  representation  to the  Company,  which by the
Investor's execution of this Agreement,  the Investor hereby confirms,  that the
Securities  and the Common  Stock  (which may be issued upon  conversion  of the
Convertible  Note and/or in respect of  interest  payments  thereon  and/or upon
exercise of the  Warrant) to be acquired by it will be acquired  for  investment
for its own  account,  not as a  nominee  or  agent,  and not with a view to the
resale or distribution of any part thereof, and that the Investor has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same.

          (f) Information. The Investor has not received an offering memorandum
or similar  document in connection with the purchase of the Convertible Note and
the  Warrant and has not  received,  nor has it  requested,  nor does it need to
receive, any such memorandum or similar document. The Investor is aware that the
Company's Common Stock is registered  under the Securities  Exchange Act of 1934
(the "Exchange Act") and that Company's most recent filings with and submissions
to the  U.S.  Securities  and  Exchange  Commission  (the  "Commission")  can be
obtained at the Commission's website,  http://www.sec.gov.  The Convertible Note
and the Warrant are not being  acquired by the Investor as a result of receiving
from the Company any material  information  concerning  the Company that has not
been publicly disclosed.

          (g) No Public Market. The Investor understands that no public market
now exists for the Securities and that the Company has made no assurances that a
public market will ever exist for the Securities.

          (h) Restricted Securities. The Company represents and the Investor
understands  that neither the Securities  nor the  underlying  Common Stock have
been, registered under the Securities Act by reason of a specific exemption from
the registration provisions of the Securities Act that depends upon, among other
things,  the bona fide nature of the  investment  intent and the accuracy of the
Investor's  representations as expressed herein.  The Investor  understands that
the


                                      -4-
<PAGE>
Securities and the underlying  Common Stock are  "restricted  securities"  under
applicable  U.S.  federal and state  securities laws and  regulations,  and that
pursuant to these laws, the Investor must hold the Securities and the underlying
Common Stock  indefinitely  unless they are  registered  with the Commission and
qualified by state securities authorities or an exemption from such registration
and qualification  requirements is available,  including  Regulation S under the
Securities Act. The Investor acknowledges that if an exemption from registration
or  qualification  is available,  it may be conditioned on various  requirements
including,  but not limited to, the time and manner of sale,  the holding period
for the Securities and/or Common Stock, and requirements relating to the Company
that are  outside of the  Investor's  control  and that the  Company is under no
obligation, and may not be able, to satisfy.

          (i) Legends. It is understood that the Convertible Note, the Warrant
and the Common Stock issuable upon conversion of the Convertible  Note and/or in
respect of interest payments on the Convertible Note and/or upon exercise of the
Warrant, and any securities issued in respect thereof or exchange therefor,  may
bear the  following  legend and any legend  required by the Blue Sky laws of any
state of the United States to the extent such laws are  applicable to the shares
represented by the certificate so legended:

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY 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. Board of Directors.

          (a) Right to Board Seat. If the Investor  exercises the Warrant in
full and converts the Convertible Note in full, then, at the Investor's request,
the Company shall 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 such  exercise  and  conversion,  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.

          (b) Voting Agreement. At the Closing, the Investor and Polystick will
enter into a voting agreement in the form attached hereto as Exhibit G, pursuant
to which Polystick will agree to vote its shares of the Preferred Stock in favor
of a nominee  designated by the Investor in any election of directors  occurring
while the Investor  has a right to nominate a board  member  pursuant to Section
4(a) above.

     5. Registration Rights.

          (a) Required Registration. Within One Hundred and Twenty (120) days of
the exercise of the Warrant  and/or  conversion of the  Convertible  Note for an
aggregate of at least 428,572 Shares  (subject to adjustment for dilutive events
as set forth in the Warrant and the


                                      -5-
<PAGE>
Convertible  Note),  the Company shall prepare and file with the Commission,  on
one  occasion,  at the sole cost and  expense  of the  Company,  a  registration
statement  on  an  appropriate  form  covering  the  sale  of  the  Shares  (the
"Registration  Statement") and such other documents,  including a prospectus, as
may be necessary (in the opinion of both counsel for the Company and counsel for
the Investor),  in order to comply with the provisions of the Securities Act, so
as to  permit a public  offering  and sale of the  Shares by the  Investor.  The
Company shall use its best efforts to cause the Registration Statement to become
effective  under the Securities  Act, so as to permit a public offering and sale
of the Shares by the Investor thereof. Once effective,  the Company will use its
best efforts to maintain the  effectiveness of the Registration  Statement until
the earlier of (i) the date that all of the Shares  have been sold,  or (ii) the
date that the Investor receives an opinion of counsel to the Company that all of
the  Shares  may be freely  traded  (without  limitation  or  restriction  as to
quantity  or timing and  without  registration  under the Act) under Rule 144(k)
promulgated  under the  Securities  Act or  otherwise.  In  connection  with any
registration  under this Section 5(a),  the Company shall file the  Registration
Statement as expeditiously as possible and shall use its commercially reasonable
best  efforts to have such  Registration  Statement  declared  effective  at the
earliest possible time.

          (b) Company  Registration.  If (but  without any  obligation to do so)
the Company  proposes to register  (including  for this  purpose a  registration
effected by the Company for  shareholders)  any of its stock or other securities
under the Securities Act in connection with a public offering of such securities
solely  for cash  other  than a  registration  on Form S-8 or S-4 (or  successor
forms),  the Company  shall,  at such time,  promptly give the Investor  written
notice of such  registration.  Upon the written  request of the  Investor  given
within  twenty  (20) days after  receipt  of such  notice by the  Investor,  the
Company  shall,  except as set forth below,  use its best efforts to cause to be
registered under the Securities Act all of the then-outstanding  Shares that the
Investor has requested to be registered and which are not already  included in a
Registration  Statement  filed  with  the  Commission.  In  connection  with any
offering involving an underwriting, the Company shall not be required to include
the Investor's Shares in such underwriting unless the Investor accepts the terms
of the  underwriting  as agreed upon  between  the Company and the  underwriters
selected by the Company.  In the event that the underwriters  advise the Company
that  marketing  factors  require  a  limitation  of the  number of shares to be
underwritten,  the Company and the  underwriters  shall  allocate  the number of
securities requested to be registered by the Company, the Investor and any other
holders of Company  securities as follows:  (i) first, to the Company;  and (ii)
second,  to the  Investor,  and (iii)  third,  to the other  holders  of Company
securities  that have elected to participate  in such  offering,  pro rata among
such holders.  The Company  shall have no obligation  under this Section 5(b) 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 of
the Shares if it does not complete the offering of the securities it proposes to
make, and shall incur no liability to the Investor for its failure to do so.

          (c) Company Obligations. The Company covenants and agrees as follows:
in connection with any registration  under this Section 5, (a) the Company shall
furnish  the  Investor  such  number  of  prospectuses  as shall  reasonably  be
requested;  (b) the Company shall pay all costs,  fees,  and taxes in connection
with any  Registration  Statement  filed pursuant to this Section 5,  including,
without limitation,  the Company's legal and accounting fees, printing expenses,
and  blue  sky fees  and  expenses,  but  excluding  the  Investor's  legal  and
accounting  fees and any  underwriting  discounts or commissions  related to the
Investor's Shares included in the Registration  Statement;  (c) the Company will
take all necessary action which may be required in qualifying or registering the
Shares  included in the  Registration  Statement for offering and sale under the
securities or blue sky


                                      -6-
<PAGE>
laws of such  states of the United  States as are  reasonably  requested  by the
Investor  (provided  that  the  Company  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).

          (d) Investor Obligations. The Investor covenants and agrees as
follows:  (a) to cooperate with the Company in connection  with the  preparation
and  filing  of any  Registration  Statement  hereunder,  and for so long as the
Company is obligated to keep the Registration Statement effective,  the Investor
will provide to the Company, in writing, for use in the Registration  Statement,
all  information  regarding  the  Investor,  the Shares held by it, the intended
method of  distribution  of the  Shares  and such  other  information  as may be
reasonably necessary to enable the Company to prepare the Registration Statement
and   prospectus   covering   the  Shares  and  to  maintain  the  currency  and
effectiveness  thereof,  (b) to use  reasonable  efforts to  cooperate  with the
Company in  responding  to  comments  of the staff of the  Commission  and state
securities  regulators relating to the Investor,  (c) on notice from the Company
that the  Registration  Statement or prospectus  requires  correction to avoid a
potential  misstatement  or omission  therein or that the  Commission or a state
securities  regulator has issued a stop order  suspending use of the prospectus,
the Investor shall cease offering or distributing  the Shares until such time as
the Company  notifies such the Investor that  offering and  distribution  of the
Shares may  recommence.  The Company will use its  commercially  reasonable best
efforts to correct any such potential  misstatement  or omission or to cause the
Commission or state regulator to lift the stop order.

          (e) Indemnification by the Company. The Company shall indemnify the
Investor,  upon determination by a court of competent  jurisdiction  against all
loss,  claim,  damage,  expense or  liability  (each a "Claim"),  including  all
expenses  reasonably  incurred in investigating,  preparing or defending against
any Claim  whatsoever,  to which  the  Investor  may  become  subject  under the
Securities Act, the Exchange Act, or otherwise,  insofar as such losses, claims,
damages,  expenses,  liabilities  or actions  arise out of or are based upon any
untrue  statement or alleged  untrue  statement of a material fact  contained in
such  Registration  Statement  or  prospectus.  Notwithstanding  anything to the
contrary contained herein, the Company's  indemnification  obligation under this
Section 5(e):  (A) shall not apply with respect to (1) a Claim arising out of or
based  upon an  untrue  statement  or  omission  contained  in any  Registration
Statement or prospectus  that was made in reliance  upon and in conformity  with
written  information  provided by or on behalf of the Investor  specifically for
use or  inclusion  in the  Registration  Statement  or any  prospectus,  (2) any
prospectus  used by the  Investor  after such time as the  Company  advised  the
Investor in writing that the filing of a post-effective  amendment or supplement
thereto was required,  except the prospectus as so amended or  supplemented,  or
(3) any prospectus used by the Investor after such time as the obligation of the
Company hereunder to keep the Registration  Statement  effective and current has
expired;  and (B) shall not apply to amounts paid in  settlement of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which consent shall not be unreasonably withheld.

          (f) Indemnification by the Investor. The Investor shall indemnify the
Company,  upon  determination by a court of competent  jurisdiction  against all
Claims,  including all expenses reasonably incurred in investigating,  preparing
or  defending  against  any Claim  whatsoever,  to which the  Company may become
subject under the  Securities  Act, the Exchange  Act, or otherwise,  insofar as
such losses, claims, damages,  expenses,  liabilities or actions arise out of or
are  based  upon any  untrue  statement  of a  material  fact  contained  in any
Registration Statement or prospectus in each case to the extent (and only to the
extent) that the misstatement or omission was included in



                                      -7-
<PAGE>
the Registration Statement or prospectus in reliance upon and in conformity with
written  information  furnished to the Company by the Investor expressly for use
in connection with such Registration Statement or is triggered by the failure by
the Investor to give such written information to the Company; provided, however,
that the indemnity  agreement  contained in this Section 5(f) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Investor,  which  consent  shall  not  be
unreasonably withheld.

     6. Miscellaneous.

          (a) Expenses. The Company will pay the fees and expenses of its
counsel  and  the  Investor's   counsel  in  connection  with  the  transactions
contemplated  by this  Agreement.  Each of the Company and the Investor shall be
responsible  for their  respective  expenses  relating to due  diligence and any
other expenses incurred by them in connection with the transactions contemplated
by this Agreement, except as otherwise expressly provided in this Agreement, the
Convertible Note, the Security Agreements and Exhibits thereto.

          (b) Further Assurances. The parties to this Agreement agree to execute
and deliver any and all papers and documents  that may be necessary to carry out
the terms of this Agreement.

          (c) Entire Agreement. Except as otherwise provided in this Agreement,
this  Agreement,  the  Convertible  Note  and the  Warrant  contain  the  entire
agreement among the parties hereto and there are no agreements,  representations
or warranties that are not set forth herein.  This Agreement may not be amended,
revised,  terminated or waived  except by an  instrument  in writing  signed and
delivered by the party to be charged therewith.

          (d) Binding Effect, Assignment. This Agreement shall be binding upon
and inure to the benefit of the successors of the respective parties hereto. The
Investor may assign and transfer all or part of its rights under this  Agreement
to any third party,  provided  that the Investor may not assign its rights under
Section 4 hereof without the prior written consent of the Company,  except to an
affiliate of the Investor.

          (e) Governing Law and Jurisdiction. This Agreement 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 the Company  and the  Investor
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
6(f) below will be deemed in every respect  effective service of process upon it
in any suit, action or proceeding.

          (f) Notices. All notices, consents, requests, demands and other
communications  herein shall be in writing and shall be deemed duly given to any
party or parties  (a) upon  delivery  to


                                      -8-
<PAGE>
the address of the party or parties as specified below if delivered in person or
any  courier  or if  sent  by  certified  or  registered  mail  (return  receipt
requested);  or (b) upon dispatch if transmitted by confirmed  telecopy or other
means  of  confirmed  facsimile  transmissions,  in each  case as  addressed  as
follows:

          If to the Company:

          GSV, Inc.
          191 Post Road West
          Westport, Connecticut  06880
          Attn.:  Mr. Gilad Gat
          Fax:  (203) 221-2691

          With a copy to:

          Davis & Gilbert LLP
          1740 Broadway
          New York, New York 10019
          Attn: Ralph W. Norton, Esq.
          Fax: (212) 974-6969

          If to the Investor:

          D. Emerald Investments Ltd.
          85 Medinat Ha-Yehudim
          Herzeliya, Israel
          Attn.: Mr. Roy Harel
          Fax: (972)-9-9589074

          With a copy to:

          Kantor, Elhanani, Tal & Co.
          Mozes House
          74-76 Rothschild Blvd.
          Tel-Aviv Israel  65785
          Attention: Adv. Dana Yagur
          Fax: (972)-3-7140401

The parties  hereto may  designate  such other  address or  facsimile  number by
written notice in the aforesaid manner.

          (g) Survival of Representations and Warranties. The representations,
warranties  and  covenants of the Company and the Investor  contained in or made
pursuant to this  Agreement  shall  survive the  execution  and delivery of this
Agreement  and the  Closing  hereunder  and shall in no way be  affected  by any
investigation  of the subject  matter thereof by or on behalf of the Investor or
the Company.

          (h) Severability. In the event any provision of this Agreement is
found to be void and  unenforceable  by a court of competent  jurisdiction,  the
remaining  provisions of this


                                      -9-
<PAGE>
Agreement shall nevertheless be binding upon the parties with the same effect as
though the void or unenforceable part had been severed and deleted.

          (i) Counterparts. This Agreement may be signed in two counterparts,
each of which shall be an original and both of which together  shall  constitute
one and the same  instrument.  It shall not be necessary in making proof of this
Agreement or any  counterpart  hereof to produce or account for any of the other
counterparts.

                      [Signatures appear on following page]


                                      -10-
<PAGE>
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.


                                        GSV, INC.


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


                                        D. EMERALD INVESTMENTS LTD.


                                        By:
                                            -------------
                                            Name: Roy Harel
                                            Title: Manager


                                      -11-