<PAGE>

                                                                    EXHIBIT 10.2
                                                                    ------------

                                    GUARANTY
                                    --------

     THIS GUARANTY is made as of the 11th day of May,  2004,  by POLYSTICK  U.S.
CORPORATION,  a New York  corporation  (the  "Guarantor")  to and in favor of D.
EMERALD INVESTMENTS LTD., an Israeli corporation ("Emerald").

     WHEREAS,  the  Guarantor  is a  significant  stockholder  of GSV,  Inc.,  a
Delaware corporation ("GSV");

     WHEREAS,  pursuant  to a  Purchase  Agreement  of even date  herewith  (the
"Purchase  Agreement"),  Emerald  is  purchasing  from  GSV  (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 of
common stock, par value $.001 per share ("Common Stock"),  of GSV, at a price of
$.70 per share;

     WHEREAS,  the Guarantor,  as a significant  stockholder of GSV, will derive
substantial  benefit from the  consummation  of the Purchase  Agreement  and the
closing of the transactions contemplated therein, and

     WHEREAS,  it is a  condition  precedent  to the  closing  of  the  Purchase
Agreement  that the  Guarantor  executes and delivers  this Guaranty to Emerald,
pursuant to which the Guarantor will guarantee to Emerald and its successors and
assigns that all of GSV's obligations under the Convertible Note that may become
due and payable under the terms and conditions  thereof will be promptly paid in
full when due.

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby  acknowledged,  the  Guarantor,  intending to be legally  bound,
represents, warrants, covenants and agrees as follows:

     1. Guaranty. (a) The Guarantor absolutely,  irrevocably and unconditionally
hereby  guarantees to Emerald and its  successors  and assigns that all of GSV's
obligations under the Convertible Note (the  "Obligations"),  as such instrument
may be  amended,  modified  or  supplemented  from  time to  time,  will be paid
promptly in full when due. This Guaranty  shall be a guaranty of payment and not
of collection,  and the Guarantor  hereby agrees that its obligations  hereunder
shall be primary and  unconditional,  irrespective  of any action to enforce the
same or any other  circumstances  that  might  otherwise  constitute  a legal or
equitable discharge to the Guarantor.  Guarantor further agrees to pay Emerald's
expenses (including  attorney's fees) paid or incurred in endeavoring to enforce
this Guaranty or the payment of the Obligations.

        (b) The Guarantor hereby (i) waives diligence,  presentment,  dishonor,
notice of  dishonor,  demand of  payment,  filing of claims  with a court in the
event of insolvency  or  bankruptcy  of GSV, any right to receive  notice of any
change, amendment,  modification or supplementation to the Convertible Note, any
right to require demand for payment or a proceeding first against GSV,  protest,
notice and all other demands or notices whatsoever, all rights to subrogation or
to demand any payment from GSV until the indefeasible payment in full of all the
Obligations, and (ii) covenants that this Guaranty will not be discharged except
by payment in full of the Obligations.
<PAGE>
        This Guaranty shall be enforceable  without  Emerald  having  to proceed
first against GSV (any right to require Emerald to take action against GSV being
hereby  expressly  waived)  or  against  any  security  for the  payment  of the
Obligations.

        This Guaranty shall be binding upon and enforceable  against  Guarantor
and  the  legal  representatives,  successors  and  assigns  of  Guarantor.  The
liability of Guarantor hereunder is primary and unconditional.

        This Guaranty shall be irrevocable, absolute and unconditional and shall
remain in full  force and effect as to  Guarantor  until such time as all of the
Obligations  shall have been paid and  satisfied in full. No delay or failure on
the part of Emerald in the  exercise of any right or remedy  shall  operate as a
waiver  thereof,  and no single or partial  exercise  by Emerald of any right or
remedy shall preclude other or further  exercise  thereof or the exercise of any
other right or remedy.

        This Guaranty shall remain in full force and effect, and Guarantor shall
continue to be liable for the payment of the  Obligations in accordance with the
original  terms of the documents  and  instruments  evidencing  and securing the
same,  notwithstanding  the  commencement of any bankruptcy,  reorganization  or
other  debtor  relief  proceeding  by or against GSV,  and  notwithstanding  any
modification,  discharge or extension of the  Obligations,  any  modification or
amendment  of any  document or  instrument  evidencing  or  securing  any of the
Obligations,  or any stay of the  exercise  by  Emerald of any of its rights and
remedies  against  GSV with  respect  to any of the  Obligations,  which  may be
effected in connection with any such proceeding, whether permanent or temporary,
and notwithstanding any assent thereto by Emerald.

     2. Certain  Rights.  Emerald may at any time and from time to time without
the  consent of the  Guarantor,  without  incurring  any  responsibility  to the
Guarantor  and without  impairing or  releasing  any of the  obligations  of the
Guarantor hereunder,  upon or without any terms or conditions and in whole or in
part:

        (a) renew, alter or change the interest rate, manner,  time, place  or
terms of payment or  performance  of any of the  Obligations,  or any  liability
incurred  directly or  indirectly  in respect  thereof,  whereupon  the Guaranty
herein made shall apply to the Obligations as so changed,  extended,  renewed or
altered, provided that Emerald provided the Guarantor a notice thereupon. In the
event that Emerald failed to provide such notice to the Guarantor, the Guarantor
shall continue being liable to the Obligations  before such renewal,  alteration
or change was made;

        (b) exercise or refrain from exercising any rights against GSV or  any
other person  (including  the Guarantor) or otherwise act or refrain from acting
with regard to the Convertible Note, the Obligations or this Guaranty;

        (c) settle or compromise any of the Obligations, any security thereof or
any liability (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof,  and/or subordinate the payment of all or any part
thereof to the  payment of any  liability  of GSV  (whether  or not then due) to
creditors of GSV other than Emerald and the Guarantor.


                                      -2-
<PAGE>
     3. Assignments.  This  Guaranty  shall be  binding  upon and  inure to the
benefit of the  parties  hereto and their  respective  successors,  assigns  and
transferees.  All  obligations of the Guarantor  hereunder shall be binding upon
its legal representative, successors and assigns.

     4. Representations of Guarantor.  The Guarantor  represents,  warrants and
agrees with Emerald as follows:  (a) the execution,  delivery and performance by
the  Guarantor  of this  Guaranty  (i) are  within the  corporate  powers of the
Guarantor,  (ii) have been duly authorized by all requisite  corporate action on
the part of the  Guarantor,  and (iii) will not  violate any  provisions  of the
Guarantor's  Certificate of Incorporation (as amended),  By-laws, any law now in
effect,  any order of any court or other agency of government,  or any agreement
or other  instrument  to which the Guarantor is a party or by which it or any of
its  property  is bound,  or be in  conflict  with or result in a breach  of, or
constitute  (with or without  the giving of notice or lapse of time,  or both) a
default  under any such  agreement or other  instrument;  (b) the  Guarantor has
received  good,  valuable and  sufficient  consideration  for entering  into and
performing  this  Guaranty;  (c) the  Guarantor  accepts  the full range of risk
encompassed  within  this  Guaranty;  and  (d) the  Guarantor  is  aware  of the
financial and other terms of the Convertible  Note and accepts the risk that GSV
may not be able to meet its obligations thereunder.

     5. Modification  of  Guaranty.  No  amendment,   modification,  waiver  or
discharge of this Guaranty or any  provision  hereof shall be valid or effective
unless  (and only to the extent  set  forth) in writing  and signed by the party
against whom enforcement is sought.

     6. Remedies  Cumulative,  etc. No right,  power or remedy conferred upon or
reserved to Emerald is exclusive of any other right,  power or remedy,  but each
and every such right, power and remedy shall be cumulative and concurrent.

     7. Severability.  Wherever possible,  each provision of this Guaranty shall
be interpreted in such manner as to be effective and valid under applicable law,
but if one or  more  of the  provisions  contained  herein  shall  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Guaranty.

     8. Limitation.  Notwithstanding  anything to the contrary herein,  the sole
recourse of Emerald or any of its  successors  or assigns  against the Guarantor
hereunder  shall be limited to the  exercise  of its rights  under that  certain
Pledge  Agreement of even date  herewith  (the "Pledge  Agreement")  made by the
Guarantor in favor of Emerald,  and neither Emerald nor any of its successors or
assigns  shall look for recourse to any other asset or property of the Guarantor
other than the  collateral  pledged to Emerald  under the Pledge  Agreement  for
satisfaction  of any  claim or cause of  action  it may have at law or in equity
against the Guarantor under this Guaranty.

     9. Jurisdiction.  The  Guarantor and Emerald each hereby  irrevocably  and
unconditionally  consents to submit to the exclusive  jurisdiction of the courts
of the State of New York and the  courts of the United  States of  America  each
located in the  Borough  of  Manhattan  in the City of New York for any  action,
suit, or proceeding  for the  interpretation  or  enforcement  arising out of or
relating to this  Guaranty (and agrees not to commence any  litigation  relating
hereto except in these courts),  and further agrees that service of any process,
summons,  notice or document by U.S.  registered mail to its respective  address
set forth on the signature page hereof shall be effective service of process for
any such action,  suit,  or proceeding  for the  interpretation  or  enforcement
brought against it in any such court.


                                      -3-
<PAGE>
     10. Applicable Law. This Guaranty shall be construed in accordance with and
governed  by the laws of the  State of New York  without  giving  effect  to the
choice or conflict of law principles thereof.

     11. 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 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 Guarantor:

         Polystick U.S. Corporation
         c/o GSV, Inc.
         191 Post Road West
         Westport, Connecticut  06880
         Attn.:  Mr. Sagi Matza
         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 Emerald:

         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.

     In WITNESS WHEREOF,  the undersigned  Guarantor has caused this Guaranty to
be duly executed and delivered as of the date first written above.


                                      -4-
<PAGE>
                                    POLYSTICK U.S. CORPORATION


                                    By:
                                        ----------------
                                        Name: Sagi Matza
                                        Title:   President

                                        Address:    c/o GSV, Inc.
                                                    191 Post Road West
                                                    Westport, Connecticut 06880




Agreed to and Accepted by:

D. EMERALD INVESTMENTS LTD.


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

    Address:    85 Medinat Ha-Yehudim
                Herzeliya, Israel


                                       -5-