GSV INC
GSV, INC. 010506
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>gsv_exhib104-010506.txt
<DESCRIPTION>GSV, INC. 010506
<TEXT>
                                                                    Exhibit 10.4
                                                                    ------------

                                PLEDGE AGREEMENT


     PLEDGE AGREEMENT (this  "Agreement"),  dated as of November 30, 2005 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 116
NEWARK  AVENUE  CORPORATION,  a New Jersey  corporation  with its  address at 30
Montgomery Street, Jersey City, New Jersey 07302 ("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 Promissory Note of even date herewith
given by GSV in favor of Pledgee (the "Note").

     2.  Pledge.  As  collateral   security  for  the  timely   fulfillment  and
performance  of each and every  covenant  and  obligation  of Pledgor  under the
Guaranty and hereunder as well as all of the liabilities,  indebtedness,  duties
and obligations of GSV under the Note (the  "Guaranteed  Obligations"),  Pledgor
hereby  pledges,  mortgages,  sets over and  assigns to  Pledgee,  and grants to
Pledgee a security  interest  in,  (a)  356,249  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 23.7% 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 default under or breach of 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 the Guaranty; 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 execution and delivery hereof, 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  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,  Pledgor also agrees to immediately deliver the same
to Pledgee, together with any appropriate endorsement or transfer instruments.

     5.  Termination of Guaranty.  Immediately upon termination of the Guaranty,
the Pledgee shall execute and deliver any  documents or  instruments  reasonably
requested  by the Pledgor or its  counsel  that may be  necessary  to return the
Pledged Collateral to the Pledgor.

     6. Additional Remedies on Default.  Upon occurrence of an Event of Default,
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
<PAGE>
reasonable  manner within the meaning of the Uniform  Commercial  Code in effect
under the laws of the State of New  Jersey,  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.

     7.  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 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,  or  the  Certificate  of
Incorporation  (as amended) or By laws of GSV,  (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,  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.

     8. 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, or
consent to any amendment to the certificate of  incorporation  or certificate of
designations,  preferences  and rights  pertaining  to the  Pledged  Shares that
adversely  affects the rights of the holders of the Pledged  Shares.  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


                                      -2-
<PAGE>
reasonable  attorneys'  fees  incurred  in or about  defending,  protecting,  or
prosecuting the security interests hereby created.

     9. 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.

     10. 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.

     11.  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.

     12.  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:

                116 Newark Avenue Corporation
                30 Montgomery Street
                Jersey City, New Jersey 07302
                Attn: Frank J. Guarini
                Fax: (201) 938-1503

                With a copy to:

                McCarter & English, LLP
                Four Gateway Center
                100 Mulberry Street
                Newark, New Jersey 07102
                Attn: Howard Kailes, Esq.
                Fax: (973) 624-7070

The parties  hereto may  designate  such other  address or  facsimile  number by
written notice in the aforesaid manner.


                                      -3-
<PAGE>
     13.  Governing Law. This Agreement  shall be governed by, and  interpreted,
construed and enforced in accordance with, the internal laws of the State of New
Jersey,  without  giving  effect to the  choice or  conflict  of law  principles
thereof.

     14. SUBMISSION TO JURISDICTION.  THE PLEDGOR HEREBY IRREVOCABLY SUBMITS AND
CONSENTS TO THE EXCLUSIVE  JURISDICTION  OF THE FEDERAL AND STATE COURTS LOCATED
WITHIN THE STATE OF NEW  JERSEY,  AND  IRREVOCABLY  AGREES  THAT ALL  ACTIONS OR
PROCEEDINGS  RELATED  TO  THIS  NOTE  MAY  BE  LITIGATED  IN  SUCH  COURTS,  AND
UNCONDITIONALLY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON IMPROPER VENUE
OR FORUM NON  CONVENIENS TO THE CONDUCT OF ANY  PROCEEDING IN ANY SUCH COURT AND
WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS  THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY DELIVERY TO THE MAKER AS SET FORTH IN SECTION
11 HEREOF.  NOTHING  CONTAINED  IN THIS SECTION 13 SHALL AFFECT THE RIGHT OF THE
HOLDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO ENFORCE
A JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION.

     15. JURY TRIAL.  TO THE FULLEST  EXTENT  PERMITTED BY LAW, THE MAKER HEREBY
WAIVES  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY  ACTION  BROUGHT ON THIS
NOTE.

     16.  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


                                      -4-
<PAGE>
     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: /s/ Sagi Matza
                                    ---------------
                                    Name: Sagi Matza
                                    Title:President


                                116 NEWARK AVENUE CORPORATION.


                                By: /s/ Carol Maurer
                                    ----------------------
                                    Name:  Carol Maurer
                                    Title:  President


                                      -5-
</TEXT>
</DOCUMENT>
