AGREEMENT

AGREEMENT (this “Agreement”), dated as of May 10, 2008 (the “Effective Date”), by and between GSV, Inc., a Delaware corporation (the “Company”), and D. Emerald Investments Ltd., an Israeli corporation (the “Investor”).

WHEREAS, pursuant to a Purchase Agreement dated as of May 11, 2004 (the “Purchase Agreement”), the Investor purchased (i) a two-year 8% convertible promissory note in the principal amount of $200,000 (the “Original 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 “Original Warrant” from the Company;

WHEREAS, the Investor and the Company extended and renewed the Original Note and Original Warrant such that the maturity date of the Original Note became July 10, 2008, the last date on which the Original Note could be converted into Common Stock became July 10, 2008 and the expiration date of the Warrant became May 10, 2008; and

WHEREAS, the Company and the Investor now desire to amend and restate the terms of the Original Note and Original Warrant in order to renew and extend again their respective rights and obligations under such agreements.

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.    Amendment and Restatement of Original Note. The Original Note will be amended and restated in the form of Exhibit A hereto (the “Substitute Note”), which shall in all respects substitute for the Original Note and shall be executed and delivered by the Company to the Investor contemporaneously with this Agreement, together with delivery by the Company to the Investor of the executed consent of Polystick U.S. Corporation in the form of Exhibit B hereto.

2.    Amendment and Restatement of Original Warrant. The Original Warrant will be amended and restated in the form of Exhibit B hereto (the “Substitute Warrant”), which shall in all respects substitute for the Original Warrant and shall be executed and delivered by the Company to the Investor contemporaneously with this Agreement.

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 to the Purchase Agreement, except insofar as such rights are affected by the terms of the Company’s Series C preferred stock, the provisions of which have been previously provided to the Investor.

(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 and the performance of all obligations of the Company hereunder has been taken. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its 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.

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 Agreement and the performance of all obligations of the Investor hereunder has been taken. This Agreement constitutes the valid and legally binding obligation of the Investor, enforceable in accordance with its 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.

(a)    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.

(b)    Entire Agreement. Except as otherwise provided in this Agreement or the Purchase Agreement, this Agreement, the Purchase Agreement, the Substitute Note and the Substitute 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.

(c)    Binding Effect, Assignment. This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties hereto.

(d)    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 5(f) below will be deemed in every respect effective service of process upon it in any suit, action or proceeding.

(e)    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 to such party or parties at their addresses as set forth in the Purchase Agreement. The parties hereto may designate different addresses or facsimile numbers by written notice in the aforesaid manner.

(f)    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 shall in no way be affected by any investigation of the subject matter thereof by or on behalf of the Investor or the Company.

(g)    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 Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.

(h)    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.

 

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

	GSV, INC.
	By:   /s/ Gilad Gat
	Name:    Gilad Gat
	Title:      Chief Executive Officer and President
	D. EMERALD INVESTMENTS LTD.
	By:   /s/ Roy Harel
	Name:    Roy Harel
	Title:      Manager