EXHIBIT 10.16
GSV, INC.
191 Post Road
Westport, Connecticut 06880
March 10, 2005
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 Notes
Dear Sirs:
Brooks
Station Holdings, Inc. ("Brooks Station") holds three
promissory
notes issued by GSV, Inc. (the "Company"),
as follows: (i) a promissory note
dated July 21, 2003, in the principal
amount of $200,000 (the "July 2003 Note"),
(ii) a promissory note dated February 11,
2004, in the principal amount of
$25,000 (the "February 2004 Note") and
(iii) a promissory note dated March 18,
2004, in the principal amount of $25,000
(the "March 2004 Note" and, together
with the July 2003 Note and February 2004
Note, the "Notes"). Each of the Notes
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 27, 2004, each of the Notes
was amended to extend its maturity
date to March 1, 2005 (the "Old Maturity
Date").
Contemporaneously with the execution of this letter agreement, the
Company
is paying Brooks Station $27,147.95,
representing the principal amo
