Re: Waiver of Default and Amendment of Promissory Note

Exhibit 10.22

                                    GSV, INC.
                                  191 Post Road
                           Westport, Connecticut 06880


                                                                   March 7, 2007

Brooks Station Holdings, Inc.
c/o Cavallo Capital Corp.
660 Madison Avenue
New York, New York 10021

        Re:      Waiver of Default and Amendment of Promissory Note
                --------------------------------------------------

Dear Sirs:

     Brooks Station Holdings,   Inc.   ("Brooks   Station") holds a promissory note
issued by GSV, Inc. (the "Company") dated July 21, 2003, in the principal amount
of $200,000   (the "Note").   The Note bears   interest at the rate of 8% per annum
and is   secured   by a first   priority   security   interest   in all   assets of the
Company pursuant to a Security   Agreement between the Company and Brooks Station
dated as of July 21, 2003. By agreement   dated   September 20, 2006, the Note was
amended to extend its maturity date to March 1, 2007 (the "Old Maturity Date").

     Brooks   Station and the Company now wish to extend the maturity of the Note
to September 1, 2007, in accordance with the terms set forth below:

          1. Waiver of D