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                                                                    EXHIBIT 10.3
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                                PLEDGE AGREEMENT

     PLEDGE  AGREEMENT  (this  "Agreement"),  dated as of May 11,  2004,  by and
between POLYSTICK U.S. CORPORATION,  a New York corporation with its address c/o
GSV, Inc., 191 Post Road West, Westport,  Connecticut 06880 ("Pledgor"),  and D.
EMERALD  INVESTMENTS LTD., an Israeli corporation with its address at 85 Medinat
Ha-Yehudim, Herzeliya, Israel ("Pledgee").

     1.  Guaranty.  Pledgor has executed a Guaranty of even date  herewith  (the
"Guaranty") in favor of Pledgee, guaranteeing the timely payment and performance
of all of the liabilities,  indebtedness, duties and obligations of GSV, Inc., a
Delaware corporation ("GSV"), under the Convertible Promissory Note of even date
herewith given by GSV in favor of Pledgee (the "Convertible Note").

     2.  Pledge.  As  collateral   security  for  the  timely   fulfillment  and
performance  of each and every  covenant  and  obligation  of Pledgor  under the
Guaranty as well as all of the liabilities, indebtedness, duties and obligations
of GSV under the Convertible Note (the "Guaranteed Obligations"), Pledgor hereby
pledges,  mortgages,  sets over and assigns to Pledgee,  and grants to Pledgee a
security  interest  in, (a)  200,000  shares of Series B  Convertible  Preferred
Stock,  par value  $.001 per share  ("Series B  Preferred  Stock"),  of GSV (the
"Pledged  Shares"),  held by Pledgor on the date  hereof,  being  13.33  percent
(13.33%) of the issued and outstanding Series B Convertible Preferred Stock, par
value $.001 per share, of GSV and all  certificates or instruments  representing
or evidencing the Pledged Shares,  (b) all  substitutions for the Pledged Shares
and  replacements  of the  Pledged  Shares,  and  all  rights  related  thereto,
including,  without limitation, all warrants,  options,  appreciation rights and
other  rights,  contractual  or  otherwise,  in respect  thereof and any and all
dividends,  cash dividends,  cash, instruments,  chattel paper and other rights,
property,  products  or  proceeds  from  time to time  received,  receivable  or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares, and (c) any and all proceeds of any of the foregoing (collectively,  the
"Pledged Collateral").

     3. Events of Default.  An event of default  under this  Agreement  shall be
deemed to exist upon the  occurrence  of any of the  following  event (each such
event being herein called an "Event of Default"):  (i) an Event of Default under
the Convertible  Note or the Guarantee;  (ii) failure of Pledgor  punctually and
fully to perform,  observe,  discharge or comply with any of the other covenants
set  forth in this  Agreement;  or (iii)  Pledgor  makes an  assignment  for the
benefit of creditors,  or if any action is brought by or against Pledgor seeking
its  dissolution or  liquidation  of its assets or seeking the  appointment of a
trustee,  interim trustee,  receiver,  conservator or other custodian for any of
its property,  or if Pledgor  becomes the subject of a voluntary or  involuntary
case under the U.S.  Bankruptcy  Code, or if any  reorganization  or arrangement
proceeding is instituted by or against Pledgor for the settlement, readjustment,
composition or extension of any of its debts upon any terms, or if any action or
petition is otherwise brought by Pledgor seeking similar relief or alleging that
it is insolvent or unable to pay its debts as they mature.

     4. Delivery of Pledged Collateral.  Upon occurrence of an Event of Default,
upon  notice  of such  default  by  Pledgee  to  Pledgor,  all  certificates  or
instruments representing or evidencing the Pledged Collateral shall be delivered
by Pledgor to Pledgee and shall be in suitable form for transfer by delivery, or
shall be  accompanied  by duly  executed  undated  instruments  of  transfer  or
assignment  in blank,  all in form and  substance  satisfactory  to Pledgee.  In
addition, in the event that during the term of this Agreement Pledgor shall have
become  entitled  to  receive  with
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respect to the Pledged Collateral any certificate,  option or rights (including,
without  limitation,  in connection  with a dividend,  distribution  of capital,
reclassification,  reorganization,  merger or other  exchange of units),  or any
liquidating distributions,  upon notice of any such default, Pledgor also agrees
to  immediately  deliver  the same to  Pledgee,  together  with any  appropriate
endorsement or transfer instruments.

     5. Additional Remedies on Default.  Upon occurrence of an Event of Default,
upon  receipt of the  Pledged  Collateral  as  provided  in  paragraph  4 above,
Pledgee, (i) without demand of performance or other demand or notice of any kind
may forthwith declare any or all of the Guaranteed Obligations to be immediately
due and payable and  foreclose  or  otherwise  enforce  the  Pledgee's  security
interest in the Pledged  Collateral  in any manner  permitted by law or provided
for in this Agreement,  including,  without limitation,  to register the Pledged
Collateral  in its own name or its  nominee  and,  subject  to  compliance  with
applicable state and U.S. Federal securities laws and rules, sell, assign,  give
options to purchase, or otherwise dispose of and deliver the Pledged Collateral,
in whole or part, at public or private sale or sales,  which sale or sales shall
be held in a  commercially  reasonable  manner within the meaning of the Uniform
Commercial  Code in effect  under  the laws of the State of New York,  upon such
terms and  conditions as Pledgee may deem advisable and at such prices at it may
deem best, with the right of Pledgee upon any such sale or sales to purchase the
whole or any part of the  Pledged  Collateral,  free of any  right or  equity of
redemption  in Pledgor,  which right or equity is expressly  waived or released,
(ii) may  recover  from  Pledgor  all costs  and  expenses,  including,  without
limitation,   reasonable  attorney's  fees,  incurred  or  paid  by  Pledgee  in
exercising or enforcing any right,  power,  or remedy with respect to any or all
of the  Collateral  provided to it by this  Agreement or by applicable  law; and
(iii) shall be  entitled to  immediately  exercise  all voting  rights and other
consensual rights pertaining to the Pledged Shares.

     All monies and other proceeds received by Pledgee upon any collection, sale
or other disposition of any Collateral, together with all other monies and other
proceeds received by Pledgee hereunder, shall be applied in the following order:
(i) to the payment of the reasonable costs and expenses of such sale, collection
or other disposition which may have been incurred by Pledgee,  including without
limitation  attorney's  fees as  provided  in  clause  (b)  above  and all other
reasonable  expenses,  liabilities  and advances  made or incurred by Pledgee in
connection  therewith;  (ii) to the payment of all other Guaranteed  Obligations
then due in such order as Pledgee may elect;  and (iii) after payment in full of
all  Guaranteed  Obligations  then due,  any surplus  then  remaining  from such
proceeds  shall be paid to Pledgor.  Pledgor  shall remain liable to Pledgee for
any deficiency owing on the Guaranteed  Obligations after the application of the
proceeds of the Pledged Collateral as provided above.

     The  remedies  provided  herein  in favor of  Pledgee  shall  not be deemed
exclusive,  but  shall be  cumulative,  and  shall be in  addition  to all other
remedies in favor of Pledgee existing at law or in equity.

     6.  Representations and Covenants of Pledgor.  Until the fulfillment of the
Guaranteed  Obligations,  Pledgor  represents,  warrants  and agrees as follows:
Pledgor has the legal right and all requisite  corporate power and authority and
approvals  required to execute and deliver this  Agreement  and to perform fully
its obligations hereunder. This Agreement and the other documents and agreements
being  delivered in  connection  herewith to which  Pledgor is a party have been
duly  authorized by all necessary  corporate  action and have been duly executed
and  delivered by Pledgor and  (assuming  the due  authorization,  execution and
delivery hereof by Pledgee) are valid and binding obligations of Pledgor, as the
case may be, enforceable against it in accordance with its terms. The execution,
delivery and  performance  by Pledgor of this  Agreement in


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accordance  with  its  terms  (i) are  not and  will  not be  inconsistent  with
Pledgor's  Certificate of Incorporation  (as amended) or Pledgor's By laws, (ii)
do not and will not require the approval or consent of any governmental  body or
any  other  person;  (iii) do not and will not  conflict  with or  result in any
breach or violation of any of the terms and  conditions  of, or  constitute  (or
with notice or lapse of time or both would  constitute)  a default under any law
or order of any  governmental  body  applicable  to Pledgor,  or any contract to
which Pledgor is a party or by or to which  Pledgor or any of its  properties is
bound or subject;  or (iv) will not result in the creation of any lien on any of
the  properties of Pledgor.  Promptly  after the execution of this Agreement and
the closing of the  transactions  contemplated  by the  Purchase  Agreement  (as
defined  in the  Guaranty),  the  Pledgor  shall  take or cause to be taken  all
actions, and bear all costs,  necessary to file 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 Pledgee's  security  interest in the
Pledged  Collateral.  The Pledged Collateral owned by Pledgor shall at all times
be free and clear of all claims,  mortgages,  pledges,  liens,  encumbrances and
security  interests of every nature whatsoever created by or arising through it,
except for the security interest granted to Pledgee hereunder.

     7. Further  Assurances.  Pledgor hereby  represents and warrants that it is
the owner and holder of the  Pledged  Collateral,  free and clear of any claims,
mortgages,  pledges, liens,  encumbrances and security interests of every nature
whatsoever.  The Pledged Shares are duly authorized,  validly issued, fully paid
and non-assessable shares of Series B Preferred Stock of GSV. Pledgor will, from
time to time, at Pledgor's expense, and upon Pledgee's request, promptly execute
and deliver all further  instruments  and documents and take all further  action
that may be necessary or desirable,  or that Pledgee may reasonably  request, in
order to perfect and protect any  security  interest  granted or purported to be
granted  hereby,  to enable  Pledgee  to  exercise  and  enforce  the rights and
remedies of Pledgee  hereunder with respect to any of the Pledged  Collateral or
to carry out the  provisions and purposes  hereof.  Pledgor shall permit Pledgee
(or any person designated by it) from time to time to inspect the Collateral and
to  inspect,  audit and make  copies of or  extracts  from all books and records
maintained by or on behalf of Pledgor pertaining to the Pledged  Collateral.  So
long as any of the  Guaranteed  Obligations  shall be  outstanding,  the Pledgor
shall not, without the express prior written consent of Pledgee,  sell,  assign,
exchange,  pledge or otherwise transfer,  encumber, or grant any option, warrant
or other right to purchase any Pledged Collateral which is pledged hereunder. In
case of any adverse claims in respect to the Pledged  Collateral or any portions
thereof,  arising  out of any act  done or  suffered  by  Pledgor,  the  Pledgor
promises and agrees to hold  harmless and to indemnify  Pledgee from and against
any losses,  liabilities,  damages,  expenses,  costs, and reasonable attorneys'
fees incurred in or about  defending,  protecting,  or prosecuting  the security
interests hereby created.


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     8. Voting Rights Prior to Default.  Prior to the  occurrence of an Event of
Default in the  performance  of the  Guaranteed  Obligations,  Pledgor  shall be
entitled to exercise all voting rights and other consensual rights pertaining to
the Pledged Shares.

     9.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their  respective  successors,  assigns
and transferees.  All obligations of the Pledgor hereunder shall be binding upon
its legal  representatives,  successors,  and assigns.  This  Agreement  and all
security interests and other liens granted or conveyed hereunder shall remain in
full force and effect and shall be irrevocable  until such time as no Guaranteed
Obligations  are  outstanding.  At such time,  any  certificates  or instruments
representing the Pledged  Collateral which are in Pledgee's  possession shall be
delivered by Pledgee to Pledgor.

     10.  Amendments.  This Agreement may not be modified,  amended,  altered or
supplemented, and no waiver or consent may be granted hereunder, except upon the
execution and delivery of a written agreement executed by the parties hereto.

     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 Pledgor:

          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 the Pledgee:

          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.

     12.  Governing Law. This Agreement  shall be governed by, and  interpreted,
construed and enforced in accordance with, the internal laws of the State of New
York.


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     13.  Counterparts;  Severability.  This  Agreement  may  be  executed  with
counterpart signature pages or in several  counterparts,  each of which shall be
an  original,  but all of  which  together  shall  constitute  one and the  same
agreement.  In the event that any provision of this Agreement  shall prove to be
invalid or unenforceable in any jurisdiction,  such provision shall be deemed to
be severable  from the other  provisions of this  Agreement,  which shall remain
binding on all parties hereto in such  jurisdiction and such provision shall, in
any other jurisdiction, remain binding on all parties hereto.


                                     * * * *

                             Signature Page Follows


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     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the day and year first above written.


                                        POLYSTICK U.S. CORPORATION


                                        By:
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                                           Name: Sagi Matza
                                           Title: President


                                        D. EMERALD INVESTMENTS LTD.


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


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