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EXHIBIT 10.4
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POLYSTICK U.S. CORPORATION
C/o GSV,
Inc.
191 Post Road
Westport, Connecticut 06880
May 11, 2004
D. Emerald Investments Ltd.
85 Medinat Ha-Yehudim
Herzeliya, ISRAEL
Attention: Roy Harel
Manager
Re: Voting Agreement
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Gentlemen:
Reference
is made to the
Purchase Agreement
(the "Purchase Agreement")
dated as of the date hereof, by and between GSV, Inc. (the "Company") and D.
Emerald Investments Ltd. (the "Investor"). Any term used in this Voting
Agreement without definition shall have the
meaning ascribed to such term in the
Purchase Agreement.
Polystick U.S.
Corporation ("Polystick" or "the undersigned") acknowledges
that, pursuant to the Purchase Agreement, the Investor has a right, under
certain terms and conditions contained in
the Purchase Agreement, to request the
Company to 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 the exercise of the Warrant and
conversion
of the Convertible Note, 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
