<PAGE>

                                                                     EXHIBIT 4.1
                                                                     -----------

                                   GSV, INC.

                           CONVERTIBLE PROMISSORY NOTE


     THE  SECURITIES   REPRESENTED  HEREBY  AND  THE  SECURITIES  ISSUABLE  UPON
CONVERSION  HEREOF OR IN RESPECT OF INTEREST  PAYMENTS  HEREUNDER  HAVE 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  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.


$200,000                                                      As of May 11, 2004

     FOR VALUE RECEIVED, GSV, INC., a Delaware corporation ("Company"), with its
principal  office at 191 West Post Road,  Westport,  Connecticut  06880,  hereby
promises  to pay  to the  order  of D.  EMERALD  INVESTMENTS  LTD.,  an  Israeli
corporation  ("Holder"),  with its  principal  office at 85  Medinat  Ha-Yehudim
Street,  Herzeliya,  Israel (the "Holder's Office"),  or its assigns, on May 10,
2006 (the "Maturity Date"), the principal amount of TWO HUNDRED THOUSAND DOLLARS
($200,000)  (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 eight
percent (8%) per annum ("Contract Interest"). Accrued Contract Interest shall be
payable quarterly in arrears on the last day of each calendar quarter commencing
on June 30,  2004,  and on the Maturity  Date (the  "Interest  Payment  Dates").
Unless the Note has been  converted  by the Holder  prior to the  Maturity  Date
pursuant to the terms of this Note, the unpaid Principal  Amount,  together with
the then accrued unpaid Contract  Interest and all other amounts owed hereunder,
shall be due and payable on the Maturity Date. At the Holder's option,  Contract
Interest shall be payable either in cash or in shares of common stock, $.001 par
value per share,  of the Company  ("Common  Stock")  (the number of shares to be
calculated  as set forth  below).  If the Holder  elects to receive any Contract
Interest payment in the form of shares of the Company's Common Stock, the Holder
shall given the Company  notice of such  election at least fifteen (15) business
days prior to the  applicable  interest  Payment  Date.  The number of shares of
Common  Stock to be issued to the Holder  shall be  calculated  by dividing  the
amount of Contract  Interest payable for the applicable period by the Conversion
Price (as defined below).  Payment of the Principal Amount and Contract Interest
hereunder shall be made by 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,  or, with  respect to Contract  Interest  that the Holder has
elected to receive in shares of Common Stock, by delivery of share  certificates
of Common Stock to the Holder at the Holder's Office,  or at such other place as
the Holder , by notice to the Company,  may designate from time to time for that
purpose.

     In the event that the  outstanding  Principal  Amount and all  accrued  and
unpaid  Contract  Interest are not paid in full on or before the Maturity  Date,
then the  outstanding  Principal  Amount and all  accrued  and  unpaid  Contract
Interest thereon shall thereafter bear a default interest  ("Default  Interest")
at a rate  per  annum  equal to  twelve  percent  (12%)  until  the  outstanding
Principal  Amount

<PAGE>
and all accrued and unpaid Contract  Interest and Default Interest thereon shall
have been paid in full by the Company to the Holder.

     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  Contract  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 Default Interest accrued
on this Note  through  the date of such  prepayment  until all then  outstanding
accrued  Default  Interest has been paid, then to Contract  Interest  accrued on
this Note through the date of such prepayment until all then outstanding accrued
Contract  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 on the Maturity
     Date or any Contract Interest payment on the due date thereof;

        (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  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 shall admit the material  allegations of any petition or
     pleading in connection with any such  proceeding;  or (C) the Company 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 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 Purchase Agreement (the "Purchase  Agreement") between the
     Company  and the Holder or the Warrant to  Purchase  Stock (the  "Warrant")
     issued  to the  Holder,  each such  agreement  dated  the date  hereof,  is
     determined by a court of competent  jurisdiction  as false or misleading in
     any material respect;


                                      -2-
<PAGE>
        (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,  the  Purchase  Agreement or the Warrant,
     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  Company's  receipt of written
     notice of same; or

        (vi) Failure of the Company to ensure that any conversion of this Note
     or any  Contract  Interest  hereon  properly  requested  by the  Holder  is
     effected by the Company;

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 unpaid Contract Interest thereon (payable
either in cash or shares of Common Stock) and Default  Interest (if  applicable)
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 Non-Waiver and Other Remedies. 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.

        1.3 Collection  Costs;  Attorney's  Fees. In the event this Note is
turned over to an attorney for collection or the Holder  otherwise  seeks advice
of an attorney in connection with the exercise of its rights  hereunder upon the
occurrence of an Event of Default, the Company agrees to pay all actual costs of
collection,  including  reasonable  attorney's  fees and expenses and all out of
pocket  expenses  incurred in connection  with such  collection  efforts,  which
amounts may, at the Holder's option, be added to the Principal Amount hereof.

     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, Contract Interest and Default
Interest, if applicable,  on this Note at the place, at the respective times, at
the rates, and in the currency or securities herein prescribed.

        2.1 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)  which is
paid or charged  under this Note  shall,  to the  maximum


                                      -3-
<PAGE>
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;

            (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 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.

     3. Conversion.

        3.1 Right to Convert. At any time prior to May 10, 2005, the Holder may,
at its option, by written notice to the Company ("Conversion Notice"),  elect to
convert this Note and all accrued and unpaid Contract Interest thereon, in whole
but not in part,  into  Common  Stock at the  price of $.70 per  share of Common
Stock (the "Conversion  Price"),  as adjusted to reflect stock dividends,  stock
splits, recapitalizations and the like pursuant to Section 3.3 below.

        3.2  Conversion  Process.  The  Holder  shall  deliver to the  Company
the Conversion  Notice in the form attached  hereto as Exhibit A. Promptly after
the receipt of such  Conversion  Notice,  the Company shall issue and deliver to
the Holder a certificate, registered in the name of the Holder, representing the
number  of shares of Common  Stock to which  the  Holder is  entitled  upon such
conversion.

        3.3  Adjustments.

             (a)  Stock  Dividends,  Splits,  Etc.  If  the  outstanding  shares
of the Company's Common Stock 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 Conversion 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), be proportionately decreased.
If the  outstanding  shares of Common  Stock shall be combined or  reverse-split
into a smaller  number of shares,  the  Conversion  Price in effect  immediately
prior to such combination or reverse split shall,


                                      -4-
<PAGE>
simultaneously  with the  effectiveness of such combination or reverse split, be
proportionately increased.

             (b) 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 conversion of this Note and/or any accrued Contract
Interest  hereon,  the number and kind of  securities  and property  that Holder
would have been  entitled to receive if the Principal  Amount of and/or  accrued
Contract Interest, as the case may be, as to which conversion is requested,  and
as of the date conversion is requested,  had been converted  immediately  before
such reclassification,  recapitalization, 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 3  (including  provisions  with respect to the  Conversion  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 conversion of this Note and/or any accrued interest  hereon.  The provisions
of this Section 3.3(b) shall  similarly  apply to successive  reclassifications,
recapitalizations, exchanges, substitutions, reorganizations or other events.

             (c) Adjustments for Diluting  Issuances.  If  the  Company  shall
issue,  after the date of this Note, any Equity Securities (as defined below) at
a price  per  share  or  conversion  price  or  exercise  price  lower  than the
Conversion Price in effect immediately before such Equity Securities are issued,
in all such cases the Conversion  Price 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  Note,  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.

             (d)  Fractional  Shares.  No  fractional shares  shall  be issuable
upon conversion of this Note and/or any accrued Contract Interest hereon and the
number of shares to be issued shall be rounded up to the nearest whole share.

             (e) Certificate as to  Adjustments.  Upon each adjustment of the
Conversion Price or number of shares, the Company at its expense, shall promptly
compute such adjustment,  and furnish the 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 the Holder
with a  certificate  setting  forth the new  Conversion  Price and/or  number of
shares of Common Stock or other securities and the series of adjustments leading
thereto.

             (f) Price  Adjustment.  No  adjustment  in the  Conversion  Price
shall be required unless such  adjustment  would require an increase or decrease
in  the  Conversion  Price  of at  least  $0.01;  provided,  however,  that  any
adjustments that by reason of this subsection are not required to


                                      -5-
<PAGE>
be made  shall be carried  forward  and taken  into  account  in any  subsequent
adjustment.  All calculations  under this Section 3 shall be made to the nearest
cent or to the nearest 1/100th of a share, as the case may be.

        3.4 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 to be observed or performed  under this Note by the Company,
but  shall  at all  times  in  good  faith  assist  in  carrying  out of all the
provisions  of this  Section 3 and in taking all such action as may be necessary
or  appropriate  to protect  the  Holder's  rights  under this  Article  against
impairment.

     4. Miscellaneous.

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

        4.2 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.

        4.3 Legends. This Note and any Common Stock or other securities issued
upon  conversion of this Note and/or  conversion of any accrued  interest hereon
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.

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

        4.5 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.:  Roy Harel, Manager

        With a copy to:         Kantor, Elhanani,  Tal & Co. Law Offices
                                74 -76 Rothschild Blvd.


                                      -6-
<PAGE>
                                Tel-Aviv, Israel 65785
                                Attn: Dana Yagur, Adv.

        To the Company:         To the Company's address on page 1 of this Note,

                                Attn: Gilad Gat, Chief Executive Office and
                                     President

        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.

        4.6 Governing Law and  Jurisdiction.  This Note 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 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 4.4
above will be deemed in every  respect  effective  service of process upon it in
any suit, action or proceeding.

        4.7  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.

        4.8 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.

        4.9  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.


                                      -7-
<PAGE>
        4.10 No  Rights  as  Stockholder.  Until  the  conversion  of this  Note
or conversion of any accrued interest hereon,  the Holder of this Note shall not
have or exercise any rights by virtue hereof as a stockholder of the Company.

        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
                                           -------------
                                           Gilad Gat

                                           Chief Executive Officer and President


                                        Accepted and Agreed:

                                        D. EMERALD INVESTMENTS LTD.


                                        By:/s/ Roy Harel
                                           -------------
                                           Roy Harel

                                           Manager


                                      -8-