8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 1, 2001

                                    GSV, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Delaware                        0-23901               13-3979226
           --------                        -------               ----------
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
        incorporation)                                       Identification No.)

                116 Newark Avenue, Jersey City, New Jersey 07302
                ------------------------------------------------
               (Address of principal executive offices, zip code)

         Company's telephone number, including area code: (201) 395-9075

                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 5. Other Events.

            On March 1, 2001, GSV, Inc. (the "Company") entered into a
Convertible Preferred Stock Purchase Agreement (the "Purchase Agreement") with
Brooks Station Holdings, Inc. ("Brooks Station") for the issuance and sale of
its preferred stock for aggregate consideration of $400,000.70. Pursuant to the
Purchase Agreement, the Company sold and issued to Brooks Station a total of
363,637 shares of its Series A Convertible Preferred Stock, $0.001 par value per
share (the "Series A Convertible Preferred"), at a purchase price of $1.10 per
share (the "Purchase Price"). Brooks Station has the option to purchase up to an
aggregate of 272,728 additional shares, at a purchase price of $1.10 per share,
for aggregate consideration of up to $300,000.80. A copy of the Purchase
Agreement is attached hereto as Exhibit 4.1 and is hereby incorporated by
reference. The description of the Purchase Agreement contained herein is
qualified in its entirety by reference to the full text of Exhibit 4.1.

            The Series A Convertible Preferred is convertible into shares of the
Company's Common Stock, at a conversion price of $1.10 per share, subject to
certain anti-dilution adjustments. A copy of the press release relating to these
events is annexed to this Current Report on Form 8-K as Exhibit 99.1.

            The Series A Convertible Preferred Stock

            The following is a summary of the principal terms of the Series A
Convertible Preferred Stock and is qualified in its entirety by reference to the
Certificate of Designations of Series A Convertible Preferred Stock of the
Company attached to this Current Report on Form 8-K as Exhibit 3.1.

            Dividends

            From the date of original issuance of the Series A Convertible
Preferred Stock, the holders of each such share of preferred stock, in
preference to the holders of shares of any class or series of capital stock of
the Company with respect to dividends, shall be entitled to receive, on each
June 30 and December 31, cumulative cash dividends at an annual rate of 12%, so
long as such share remains outstanding. In addition, in the event any dividends
are declared with respect to the Common Stock of the Company, the holders of the
Series A Convertible Preferred Stock shall be entitled to receive as additional
dividends, an amount equal to the amount of dividends that each such holder
would have received had the Series A Convertible Preferred Stock been converted
into Common Stock as of the date immediately prior to the record date of such
dividend.

            Liquidation Preference

            In the event of liquidation, dissolution or winding up of the
affairs of the Company, the holders of the Series A Convertible Preferred Stock
shall be entitled to receive, before any distribution or payment is made to any
holder of Common Stock or any other Junior Stock, an amount equal to $1.10 per
share plus an amount equal to all declared and unpaid and any accrued and unpaid
dividends, through the date of the distribution, before any payment is made or
assets distributed to the holders of any class or series of the Common Stock of
the Company or any other class or series of the Company's capital stock ranking
junior to the Series A Convertible Preferred Stock with respect to liquidation.

            Redemption

            If there shall occur certain triggering events with respect to the
Company, including, among other events, the Company's failure to meet its
obligations under the Stock Purchase Agreement, the holders of the Series A
Convertible Preferred Stock shall have the right to redeem all or a portion of
the Series A Convertible Preferred Stock and the shares of Common Stock then
issued in connection with the conversion of the Series A Convertible Preferred
Stock and held by such Holder for a redemption price, in cash, equal to the sum
of (i) $1.10 plus all accrued and unpaid dividends to the date of determination
to the extent not previously paid of each outstanding share of Series A
Convertible Preferred Stock, plus (ii) the product of (A) the number of
underlying shares issued in respect of conversions of shares of Series A
Convertible Preferred Stock and then held by the Holder and (B) 100%


                                       1


of the conversion price (determined at the time of each such conversion) for
each share of common stock received upon conversion of the Series A Convertible
Preferred Stock.

            Voting Rights

            The holders of the Series A Convertible Preferred Stock shall be
entitled to vote together with the holders of the Common Stock on all matters
submitted for a vote of the stockholders of the Company, including the election
of directors. The holders of the Series A Convertible Preferred Stock shall also
have the right, voting separately as a single class, to designate and elect up
to three members of the Board of Directors of the Company. In addition, a
vacancy in any directorship elected by the holders of the Series A Convertible
Preferred Stock shall be filled only by vote or written consent of the holders
of at least a majority of the then outstanding shares of Series A Convertible
Preferred Stock

            Conversion

            The conversion price per share of the Series A Convertible Preferred
Stock shall be $1.10, subject to adjustment under certain circumstances.


                                       2


Item 9. Regulation FD Disclosure

            In a press release dated March 5, 2001, the Company announced
preliminary financial results for the fourth quarter 2000 ending December 31,
2000 and the year ended December 31, 2000. A copy of the press release relating
to the events in this Item 9 is attached as Exhibit 99.2.


                                       3


ITEM 7. Financial Statements and Exhibits

      (c) List of Exhibits

3.1   Certificate of Designations, Preferences and Rights of Series A
      Convertible Preferred Stock

4.1   Convertible Preferred Stock Purchase Agreement, dated as of March 1, 2001,
      between the Company and Brooks Station Holdings, Inc.

99.1  Press Release, dated March 2, 2001, relating to the sale of the Company's
      Series A Convertible Preferred Stock.

99.2  Press Release, dated March 5, 2001, relating to the announcement of the
      Company's preliminary financial results for the fourth quarter 2000 ending
      December 31, 2000 and the year ended December 31, 2000.


                                       4


                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          GSV, INC.
                                          (Registrant)


         Dated: March 5, 2001             By: /s/ Jeffrey S. Tauber
                                             ----------------------------------
                                             Jeffrey S. Tauber
                                             Chief Executive Officer and
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)


                                       5

EX-3.1

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                                    GSV, INC.

                                       ***

      GSV, Inc. (the "Corporation"), a corporation organized and existing under
the General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      That, pursuant to authority conferred upon the Board of Directors of the
Corporation (the "Board") by the Certificate of Incorporation (as amended) (the
"Certificate of Incorporation") of said corporation, the Board adopted a
resolution, which resolution is as follows:

      RESOLVED, that a series of the Company's Preferred Stock consisting of
      636,365 shares of Preferred Stock, be and hereby is, designated as "Series
      A Convertible Preferred Stock", par value $.001 per share (the "Series A
      Preferred Stock"), and that the Series A Preferred Stock shall have the
      designations, powers, preferences, rights and qualifications, limitations
      and restrictions as set forth in the Certificate of Designations,
      Preferences and Rights of Series A Convertible Preferred Stock (the
      "Series A Certificate") attached as Exhibit A.

      That said Series A Certificate states that the Board does hereby fix and
herein state and express such designations, powers, preferences and relative and
other special rights and qualifications, limitations and restrictions thereof as
follows (all terms used herein which are defined in the Amended Certificate
shall be deemed to have the meanings provided therein).

      1. Certain Definitions.. Unless the context otherwise requires, the terms
defined herein shall have the meanings herein specified.

            (a) Change of Control Transaction. The term "Change of Control
Transaction" means the occurrence of any of (i) an acquisition after the date
hereof by an individual or legal entity or "group" (as described in Rule
13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of the Corporation, by
contract or otherwise) of in excess of 50% of the voting securities of the
Corporation (other than by a Holder (as hereinafter defined) of Series A
Preferred Stock), (ii) a replacement at one time or over time of more than
one-half of the members of the Corporation's board of directors which is not
approved by a majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are serving as members
of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are
members on the date hereof), (iii) the merger of the Corporation with or into
another entity that is not wholly-owned by the Corporation (other than a Holder
of the Series A Preferred Stock), consolidation or sale of 50%


or more of the assets of the Corporation in one or a series of related
transactions (other than to a Holder of the Series A Preferred Stock), or (iv)
the execution by the Corporation of an agreement to which the Corporation is a
party or by which it is bound, providing for any of the events set forth above
in (i), (ii) or (iii).

            (b) Common Stock. The term "Common Stock" shall mean the Common
Stock of the Corporation, $.001 par value per share.

            (c) Common Stock Equivalent. The term "Common Stock Equivalent"
shall mean any equity or equity equivalent securities (including debt or any
other instrument that is at any time over the life thereof convertible into or
exchangeable for Common Stock) issued by the Corporation or a subsidiary thereof
that provide the holder thereof to receive shares of Common Stock. The
Corporation shall notify the Holder in writing, no later than the Trading Day
following the issuance of any Common Stock or Common Stock Equivalent subject to
this section, indicating therein the applicable issuance price, or of applicable
reset price, exchange price, conversion price and other pricing terms.

            (d) Junior Stock. The term "Junior Stock" shall mean the Common
Stock and any class or series of stock of the Corporation, whether now or
hereafter authorized, that by the terms of the Certificate of Incorporation or
of an instrument of the Board of Directors, acting pursuant to authority granted
in the Certificate of Incorporation establishing such class or series shall be
subordinated to the Series A Preferred Stock in respect of the right to receive
dividends and in respect to the right to receive any assets upon liquidation,
dissolution or winding up of the affairs of the Corporation.

            (e) Parity Stock. The term "Parity Stock" shall mean any class or
series of stock of the Corporation, whether now or hereafter authorized, that by
the terms of the Certificate of Incorporation or of an instrument of the Board
of Directors, acting pursuant to authority granted in the Certificate of
Incorporation establishing such class or series shall be pari passu to the
Series A Preferred Stock in respect of the right to receive dividends and in
respect to the right to receive any assets upon liquidation, dissolution or
winding up of the affairs of the Corporation.

            (f) Purchase Agreement. The term "Purchase Agreement" shall mean the
Convertible Preferred Stock Purchase Agreement pursuant to which the Corporation
and the original Holders are parties, as amended, modified or supplemented from
time to time in accordance with its terms.

            (g) Senior Stock. The term "Senior Stock" shall mean any class or
series of stock of the Corporation, whether now or hereafter authorized, that by
the terms of the Certificate of Incorporation or of an instrument of the Board
of Directors, acting pursuant to authority granted in the Certificate of
Incorporation establishing such class or series shall be senior to the Series A
Preferred Stock in respect of the right to receive dividends and in respect to
the right to receive any assets upon liquidation, dissolution or winding up of
the affairs of the Corporation.


                                      -2-


            (h) Series A Preferred Stock. The term "Series A Preferred Stock"
shall mean the shares of the Series A Convertible Preferred Stock, $.001 par
value per share, authorized herein.

            (i) Stock Market. The term "Stock Market" shall mean any of the
Nasdaq National Market, the New York Stock Exchange, the American Stock Exchange
or the Nasdaq SmallCap Market.

            (j) Trading Day. The term "Trading Day" shall mean (a) a day on
which the Common Stock is traded on a Stock Market on which the Common Stock is
then listed or quoted, as the case may be, or (b) if the Common Stock is not
listed on a Stock Market, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the OTC Bulletin Board ("OTC"), or (c)
if the Common Stock is not quoted on the OTC, a day on which the Common Stock is
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the event that the
Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof,
then Trading Day shall mean any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government action to close.

      2. Designation, Amount and Par Value. The series of preferred stock shall
be designated as its 12% Series A Convertible Preferred Stock (the "Preferred
Stock") and the number of shares so designated shall be 636,365 (which shall not
be subject to increase without the consent of the holders of the Series A
Preferred Stock (each, a "Holder" and collectively, the "Holders")). Each share
of Preferred Stock shall have a par value of $.001 per share and a stated value
equal to the sum of $1.10 plus all accrued and unpaid dividends to the date of
determination to the extent not previously paid in cash in accordance with the
terms hereof (the "Stated Value").

      3. Voting. Each share of Series A Preferred Stock shall entitle the holder
thereof to such number of votes on each action to be taken by the shareholders
of the Corporation (other than the election of directors pursuant to Section 4
hereof) as shall equal the number of shares of Common Stock into which each
share of Series A Preferred Stock is then convertible pursuant to the terms
herein. Fractional votes by holders of Series A Preferred Stock shall not,
however be permitted, and any fractional voting rights (after aggregating all
shares into which shares of Series A Preferred Stock held by each Holder could
be converted) shall be rounded to the nearest whole number (with one-half being
rounded upward). Except as otherwise provided by law, as specifically set forth
in this Series A Certificate as amended from time to time, or pursuant to
contractual rights granted by the Corporation, the holders of the Series A
Preferred Stock shall vote together as a single class with the holders of the
Common Stock.

      4. Dividends.


                                      -3-


            (a) Subject to the preferences and other rights of any Senior Stock
and provided that dividends are simultaneously paid or declared on all Series A
Preferred Stock, the holders of the Series A Preferred Stock shall be entitled
to receive, out of funds legally available therefor, when and if declared by the
Board of Directors, dividends at the rate of 12% per annum (the "Series A
Accruing Dividends"); provided, however, if any portion of the dividend payable
to any holder of the Series A Preferred Stock shall be a fraction of a cent,
such dividend shall be rounded down to the nearest whole cent. Series A Accruing
Dividends shall accrue from day to day, whether or not earned or declared, and
shall be cumulative. Dividends shall be payable on the Conversion Date (as
defined herein) for such share and on each June 30 and December 31 for so long
as such share shall be outstanding, commencing June 30, 2001 (each of a
Conversion Date and such semi-annual dates are referred to herein as a "Dividend
Payment Date"), commencing on the earlier to occur of such Conversion Date and
June 30, 2001, in cash or shares of Common Stock. Subject to the terms and
conditions herein, the decision whether to pay dividends hereunder in Common
Stock or cash shall be at the discretion of the Holder. Each Holder shall
provide the Company written notice of its intention to cause the Company to pay
dividends in cash or shares of Common Stock not less than five (5) Trading Days
prior to each Dividend Payment Date for so long as shares of Series A Preferred
Stock are outstanding. Failure to timely provide such written notice shall be
deemed an election by such Holder to receive dividends for such period in cash.
Dividends on the Series A Preferred Stock shall be calculated on the basis of a
360-day year, shall accrue daily commencing on the date of the initial issuance
of the Series A Preferred Stock. Except as otherwise provided herein, if at any
time the Company pays less than the total amount of dividends then accrued on
account of the Series A Preferred Stock, such payment shall be distributed
ratably among the Holders based upon the number of shares of Series A Preferred
Stock held by each Holder.

            (b) In no event, so long as any shares of the Series A Preferred
Stock shall be outstanding, shall any dividend whatsoever, whether in cash,
property or otherwise, be declared or paid, nor shall any distribution be made,
on any Junior Stock, nor shall any Junior Stock be purchased or redeemed by the
Corporation, nor shall any moneys be paid or made available for a sinking fund
for the purchase or redemption of any Junior Stock, while any shares of Series A
Preferred Stock remain outstanding. The provisions of the preceding sentence
shall not, however, apply to a dividend payable in shares of any class or series
of Junior Stock of the Corporation.

      5. Election of Directors.

            (a) So long as any shares of Series A Preferred Stock remain
outstanding, the Corporation shall not, without the written approval of Holders
of at least a majority of the then-outstanding shares of Series A Preferred
Stock, increase the maximum number of directors constituting the board of
directors to a number in excess of seven (7).

            (b) So long as any shares of Series A Preferred Stock ever issued by
the Corporation remain outstanding, the holders of Series A Preferred Stock,
voting separately as a class, shall be entitled to designate and elect three (3)
of the members of the board of directors.


                                      -4-


For any meeting (or written consent in lieu thereof) held for the purpose of
electing directors, the presence in person or by proxy (or the written consent)
of the holders of at least a majority of the then outstanding shares of Series A
Preferred Stock shall constitute a quorum of the Series A Preferred Stock for
the election of directors to be elected solely by the holders of the Series A
Preferred Stock. A vacancy in any directorship elected by the holders of the
Series A Preferred Stock shall be filled only by vote or written consent of the
holders of at least a majority of the then outstanding shares of Series A
Preferred Stock.

      6. Liquidation.

            (a) Upon liquidation, dissolution or winding up of the Corporation
(each a "Liquidation Event"), whether voluntary or involuntary, the Holders
shall be entitled, before any distribution or payment is made to any holder of
Common Stock or any other Junior Stock, to be paid an amount equal to $1.10 per
share plus the Series A Accruing Dividends, if any, such amount payable with
respect to one share of Series A Preferred Stock being sometimes referred to as
the "Series A Liquidation Preference Payment" and with respect to all shares of
Series A Preferred Stock being sometimes referred to as the "Series A
Liquidation Preference Payments." If, upon any Liquidation Event, the net assets
of the Corporation distributable among the holders of all outstanding shares of
the Series A Preferred Stock shall be insufficient to permit the payment in full
to such Holders of all amounts to which such Holders shall be entitled upon a
Liquidation Event, then the entire net assets of the Corporation to be
distributed to the Holders, shall be distributed among the Holders ratably in
proportion to the full amounts to which they would otherwise be respectively
entitled in the event of a Liquidation Event.

            (b) After the distributions described in Section 6(a) above have
been paid, subject to the rights of a series of Senior Stock or Parity Stock
that may from time to time come into existence, the remaining assets of the
Corporation available for distribution to the shareholders shall be distributed
among the holders of the Junior Stock in accordance with the Certificate of
Incorporation or an instrument of the Board of Directors, acting pursuant to
authority granted in the Certificate of Incorporation.

            (c) Notwithstanding the provisions of Section 8(f), any
consolidation, merger, sale of all or substantially all of the Corporation's
assets or other similar transaction that has not been approved by the holders of
at least two-thirds of the Series A Preferred Stock then outstanding shall be
treated as a Liquidation Event, and the holders of the Series A Preferred Stock
shall be entitled in such event to receive stock, securities or assets on the
basis of (i) the provisions of Section 8(f) or (ii) the priorities set forth in
Section 6(a), whichever is greater. Any consolidation, merger, sale or all or
substantially all of the corporation's assets or other similar transaction that
has been approved by the holders of at least two-thirds of the Series A
Preferred Stock shall be subject to Section 8(f), and not this Section 6(c).

      7. Redemption Upon Triggering Events


                                      -5-


            (a) Upon the occurrence of a Triggering Event, each Holder shall (in
addition to all other rights it may have hereunder or under applicable law),
have the right, exercisable at the sole option of such Holder, to require the
Corporation to redeem all or a portion of the Series A Preferred Stock and such
shares of Common Stock as described below then held by such Holder for a
redemption price, in cash, equal to the sum of (i) 100% of the Stated Value of
each outstanding share of Series A Preferred Stock plus (ii) the product of (A)
the number of Underlying Shares issued in respect of conversions of shares of
Series A Preferred Stock and then held by the Holder and (B) 100% of the
Conversion Price (determined at the time of each such conversion) for each share
of common stock received upon conversion of the Series A Preferred Stock (such
sum, the "Redemption Price"). The Redemption Price shall be due and payable
within five Trading Days of the date (the "Redemption Date"),on which the notice
for the payment therefor is provided by a Holder. If the Corporation fails to
pay the Redemption Price hereunder in full pursuant to this Section on the date
such amount is due in accordance with this Section, the Corporation will pay
interest thereon at a rate of 18% per annum (or the lesser amount permitted by
applicable law), accruing daily from such date until the Redemption Price, plus
all such interest thereon, is paid in full. For purposes of this Section, a
share of Series A Preferred Stock is outstanding until such date as the Holder
shall have received Underlying Shares upon a conversion (or attempted
conversion) thereof that meets the requirements hereof.

            A "Triggering Event" means any one or more of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body), without the prior consent of the Holders of a majority of the Series A
Preferred Stock:

                  (i) the Corporation shall be a party to any Change of Control
Transaction, shall agree to sell (in one or a series of related transactions)
all or substantially all of its assets or shall redeem more than a de minimis
number of Common Stock or other Junior Securities (other than redemptions of
Underlying Shares);

                  (ii) the Corporation shall fail to observe or perform any
other covenant, agreement or warranty contained in, or otherwise commit any
breach of the Purchase Agreement, and such failure or breach shall not, if
subject to the possibility of a cure by the Corporation, have been remedied
within ten calendar days after the date on which written notice of such failure
or breach shall have been given;

                  (iii) the failure of the Common Stock to be listed for trading
on any Stock Market or the suspension of the Common Stock from trading on a
Stock Market, in either case, for more than 20 Trading Days (which need not be
consecutive Trading Days);

                  (iv) the institution of any action, proceeding, application or
counterclaim by any party before any court or governmental regulatory or
administrative agency, authority or tribunal which challenges or seeks to
challenge, restrain or prohibit the issuance or


                                      -6-


sale of the Series A Preferred Stock or any of the transactions contemplated by
the Purchase Agreement;

                  (v) a default or event of default shall occur at any time
under the terms of any agreement involving borrowed money or the extension of
credit or any other indebtedness for borrowed money under which the Corporation
may be obligated as a borrower or guarantor, and such breach, default or event
of default consists of the failure to pay (beyond any period of grace permitted
with respect thereto, whether waived or not) any indebtedness when due (whether
at stated maturity, by acceleration or otherwise) or if such breach or default
permits or causes the acceleration of any indebtedness (whether or not such
right shall have been waived) or the termination of any commitment to lend;

                  (vi) any final judgment or order for the payment of money in
excess of $1,000,000;

                  (vii) a proceeding shall have been instituted in a court
having jurisdiction seeking a decree or order for relief in respect of the
Corporation in an involuntary case under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, or for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of the Corporation for any part
of its property, or for the winding-up or liquidation of its affairs, and such
proceeding shall remain undismissed or unstayed and in effect for a period of
thirty (30) consecutive days or such court shall enter a decree or order
granting any of the relief sought in such proceeding;

                  (viii) the Corporation shall commence a voluntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or other similar official) of itself or for any part
of its property or shall make a general assignment for the benefit of creditors,
or shall fail generally to pay its debts as they become due, or shall take any
action in furtherance of any of the foregoing;

                  (ix) the Corporation shall have incurred any indebtedness for
borrowed money in excess of $50,000;

                  (x) the Corporation shall have made or agreed to make any
capital expenditures in excess of $50,000;

                  (xi) there shall have occurred a material change in the
conduct of the business of the Corporation as conducted as of the date of the
initial issuance of the Series A Preferred Stock;

                  (xii) the issuance of any shares of any Senior Stock or Party
Stock;


                                      -7-


                  (xiii) the issuance of any shares of Series A Preferred Stock
other than pursuant to the Purchase Agreement; and

                  (xiv) the resignation, within the 45-day period immediately
following the date of the initial issuance of the Series A Preferred Stock, of
two or more members of the board of directors (other than those elected by the
Holders of the Series A Preferred Stock pursuant to Section 5(b) hereof).

            (b) Redeemed or Otherwise Acquired Shares to be Retired. Any shares
of Series A Preferred Stock redeemed pursuant to this Section 6 or otherwise
acquired by the Corporation in any manner whatsoever shall be canceled and shall
not under any circumstances be reissued; and the Corporation may from time to
time take such appropriate corporate action as may be necessary to reduce
accordingly the number of authorized shares of Series A Preferred Stock.

      8. Conversions. The holders of Series A Preferred Stock shall have the
following conversion rights:

            (a) Right to Convert. Subject to the terms and conditions of this
Section 8, the Holder of any share or shares of Series A Preferred Stock shall
have the right, at its option at any time, to convert any such shares of Series
A Preferred Stock (except that upon any Liquidation Event of the Corporation
pursuant to Section 5, the right of conversion shall terminate at the close of
business on the business day prior to the business day fixed for payment of the
amount distributable on the Series A Preferred Stock). The date of determination
of the number of shares of Common Stock issued upon conversion of the Series A
Preferred Stock pursuant to this Section 8(a) shall be the date (the "Conversion
Date"), that the Conversion Notice and the certificate or certificates for the
shares so converted is received by the Corporation.

            (b) Conversion Process. To effect conversions of Series A Preferred
Stock, Holders shall deliver to the Corporation at its principal office during
its usual business hours, the certificate or certificates for the shares so
converted, together with a duly completed and executed Conversion Notice, in the
form attached hereto as Exhibit A. As promptly as practicable thereafter, the
Corporation shall issue and deliver to such Holder a certificate or
certificates, registered in the name of such Holder, for the number of whole
shares of Common Stock to which such Holder is entitled upon such conversion,
together with any cash dividends and payment in lieu of fractional shares to
which such Holder may be entitled. Once delivered, a delivery of a Conversion
Notice shall be irrevocable.

            (c) Conversion Price. Subject to the terms and conditions of this
Section 8, the Series A Preferred Stock shall convert into such number of fully
paid and non-assessable shares of Common Stock as is obtained by (i) multiplying
the number of shares of Series A Convertible Preferred Stock to be so converted
by $1.10 per share and (ii) dividing the result by the conversion price (which
shall initially be $1.10) per share or, in case an adjustment of such price has
taken place pursuant to the further provisions of Section 8(e), then by the
conversion price as


                                      -8-


last adjusted and in effect at the date any share or shares of Series A
Preferred Stock are surrendered for conversion pursuant to Section 8(a) (such
price, or such price as last adjusted, being referred to as the "Series A
Conversion Price").

            (d) Fractional Shares. No fractional shares shall be issued upon
conversion of Series A Preferred Stock into Common Stock. If any fractional
shares of Common Stock would be delivered upon such conversion, the Corporation,
in lieu of delivering such fractional share, shall pay to the Holder
surrendering the Series A Preferred Stock for conversion an amount in cash equal
to the current fair market value of such fractional share as determined in good
faith by the Board of Directors of the Corporation.

            (e) Adjustment of Price Upon Issuance of Common Stock. Except as
provided in Section 8(f), if and whenever the Corporation shall issue or sell,
or is, pursuant to Section 8(e)(i) through (vii), deemed to have offered, sold,
granted any option to purchase, or otherwise disposed of (or announced any
offer, sale, grant or any option to purchase or other disposition) any of shares
of Common Stock or Common Stock Equivalents at a price that is, at the issuance
thereof, or at any later time due to adjustment, reset, additional issuances or
otherwise, less than the Series A Conversion Price, then the Series A Conversion
Price shall be adjusted to equal the conversion, exchange or purchase price for
such Common Stock or Common Stock Equivalents (including any reset provisions
thereof) at issue. Such adjustment shall be made whenever such Common Stock or
Common Stock Equivalents are issued. If the holder of the Common Stock or Common
Stock Equivalent so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights issued in connection
with such issuance, be entitled to receive shares of Common Stock at a price
less than the Series A Conversion Price, such issuance shall be deemed to have
occurred for less than the Series A Conversion Price. Notwithstanding the
foregoing the Series A Conversion Price shall not be reduced pursuant to this
Section 8(e) (other than by stock splits, recombinations or similar events) to a
price less than [ ](1) (the "Floor Conversion Price").

            For purposes of this Section 8(e), the following subsections (i) to
(vii) shall also be applicable:

                  (i) Issuance of Rights or Options. In case at any time the
Corporation shall in any manner grant (whether directly or by assumption in a
merger or otherwise) any warrants or other rights to subscribe for or to
purchase, or any options for the purchase of, Common Stock or to purchase any
stock or security convertible into or exchangeable, directly or indirectly, for
Common Stock (such warrants, rights or options being called "Options" and such
convertible or exchangeable stock or securities being called "Convertible
Securities") whether or not such Options or the right to convert or exchange any
such Convertible Securities are immediately exercisable, and the price per share
for which Common Stock is issuable upon the

- --------
(1)   105% of the average of the per share market value of the common stock for
      the five Trading Days immediately preceding the Closing Date.


                                      -9-


exercise of such Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (x) the total amount, if any, received or
receivable by the Corporation as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration payable to the
Corporation upon the exercise of all such Options, plus, in the case of such
Options which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the issue or
sale of such Convertible Securities and upon the conversion or exchange thereof,
by (y) the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options) shall be less
than the Series A Conversion Price in effect immediately prior to the time of
the granting of such Options, then the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon conversion or exchange
of the total maximum amount of such Convertible Securities issuable upon the
exercise of such Options shall be deemed to have been issued for such price per
share as of the date of granting of such Options and thereafter shall be deemed
to be outstanding. Except as otherwise provided in subsection (iii), no
adjustment of the Series A Conversion Price shall be made upon the actual issue
of such Common Stock or of such Convertible Securities upon exercise of such
Options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities.

                  (ii) Issuance of Convertible Securities. In case the
Corporation shall in any manner issue (whether directly or by assumption in a
merger or otherwise) or sell any Convertible Securities, whether or not the
rights to exchange or convert any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon
such conversion or exchange (determined by dividing (x) the total amount
received or receivable by the Corporation as consideration for the issue or sale
of such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof, by (y) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities)
shall be less than the Series A Conversion Price in effect immediately prior to
the time of such issue or sale, then the total maximum number of shares of
Common Stock issuable upon conversion or exchange of all such Convertible
Securities shall be deemed to have been issued for such price per share as of
the date of the issue or sale of such Convertible Securities and thereafter
shall be deemed to be outstanding, provided that (a) except as otherwise
provided in subparagraph (iii), no adjustment of the Series A Conversion Price
shall be made upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities and (b) if any such issue or sale of
such Convertible Securities is made upon exercise of any Options to purchase any
such Convertible Securities for which adjustments of the Series A Conversion
Price have been or are to be made pursuant to other provisions of this Section
8(e), no further adjustment of the Series A Conversion Price shall be made by
reason of such issue or sale.

                  (iii) Change in Option Price or Conversion Rate. Upon the
happening of any of the following events, namely, if (1) the maximum number of
shares of Common Stock


                                      -10-


issuable in connection with any Option referred to in subparagraph (i), (2) the
purchase price provided for in any Option referred to in subparagraph (i), (3)
the additional consideration, if any, payable upon the conversion or exchange of
any Convertible Securities referred to in subparagraph (i) or (ii), or (4) the
rate at which Convertible Securities referred to in subparagraph (i) or (ii) are
convertible into or exchangeable for Common Stock, shall change at any time
(including, but not limited to, changes under or by reason of provisions
designed to protect against dilution), the Series A Conversion Price in effect
at the time of such event shall forthwith be readjusted to the Series A
Conversion Price which would have been in effect at such time had such Options
or Convertible Securities still outstanding provided for such changed maximum
number of shares, changed purchase price, changed additional consideration or
changed conversion rate, as the case may be, at the time initially granted,
issued or sold, and on the termination of any Option or any such right to
convert or exchange Convertible Securities, the Series A Conversion Price then
in effect hereunder shall forthwith be increased to the Series A Conversion
Price which would have been in effect at the time of such termination had such
Option or Convertible Securities, to the extent outstanding immediately prior to
such termination, never been issued.

                  (iv) Stock Dividends. In case the Corporation shall declare a
dividend or make any other distribution upon any stock of the Corporation (other
than the Series A Preferred Stock) payable in Common Stock, Options or
Convertible Securities, then any Common Stock, Options or Convertible
Securities, as the case may be, issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without consideration.

                  (v) Consideration for Stock. In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the amount received by the
Corporation therefor, without deduction therefrom of any expenses incurred or
any underwriting commissions or concessions paid or allowed by the Corporation
in connection therewith. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the
Corporation shall be deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the Corporation, without
deduction of any expenses incurred or any underwriting commissions or
concessions paid or allowed by the Corporation in connection therewith. In case
any Options shall be issued in connection with the issue and sale of other
securities of the Corporation, together comprising one integral transaction in
which no specific consideration is allocated to such Options by the parties
thereto, such Options shall be deemed to have been issued for such consideration
as determined in good faith by the Board of Directors of the Corporation.

                  (vi) Record Date. In case the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them (x) to
receive a dividend or other distribution payable in Common Stock, Options or
Convertible Securities or (y) to subscribe for or purchase Common Stock, Options
or Convertible Securities, then such record date shall be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been


                                      -11-


issued or sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

                  (vii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation, and the disposition of any such shares shall be
considered an issue or sale of Common Stock for the purpose of this Section
8(e).

            (f) Reorganization or Reclassification. If any capital
reorganization, reclassification, recapitalization, consolidation, merger, sale
of all or substantially all of the Corporation's assets or other similar
transaction (any such transaction being referred to herein as an "Organic
Change") shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for Common Stock, then, as a condition of such Organic Change, lawful and
adequate provisions shall be made whereby each holder of a share or shares of
Series A Preferred Stock that remains outstanding thereafter shall thereupon
have the right to receive, upon the basis and upon the terms and conditions
specified herein and in lieu of or in addition to, as the case may be, the
shares of Common Stock immediately theretofore receivable upon the conversion of
such share or shares of Series A Preferred Stock, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore receivable upon such
conversion had such Organic Change not taken place, and appropriate provisions
shall be made with respect to the rights and interests of each Holder to the end
that the provisions hereof (including without limitation provisions for
adjustments of the Series A Conversion Price) shall thereafter be applicable, as
nearly as may be, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise of such conversion rights.

      9. Notices. Any and all notices or other communications or deliveries to
be provided by the Holders of the Series A Preferred Stock hereunder, including,
without limitation, any Conversion Notice, shall be in writing and delivered
personally, by facsimile or sent by a nationally recognized overnight courier
service, addressed to the attention of the Chief Executive Officer of the
Corporation addressed to 116 Newark Avenue, Jersey City, NJ 07302, Facsimile
No.: (201) 395-0076, Attention Chief Executive Officer, or to such other address
or facsimile number as shall be specified in writing by the Corporation for such
purpose. Any and all notices or other communications or deliveries to be
provided by the Corporation hereunder shall be in writing and delivered
personally, by facsimile or sent by a nationally recognized overnight courier
service, addressed to each Holder at the facsimile telephone number or address
of such Holder appearing on the books of the Corporation, or if no such
facsimile telephone number or address appears, at the principal place of
business of the Holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 6:30 p.m. (New
York City time) (with confirmation of transmission), (ii) the date after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified in this


                                      -12-


Section later than 6:30 p.m. (New York City time) on any date and earlier than
11:59 p.m. (New York City time) on such date (with confirmation of
transmission), (iii) upon receipt, if sent by a nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.

      10. Stock to be Reserved. The Corporation will at all times reserve and
keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Series A Preferred Stock as herein provided,
such number of shares of Common Stock as shall then be issuable upon the
conversion of all outstanding shares of Series A Preferred Stock.

      11. Issue Tax. The issuance of certificates for shares of Common Stock
upon conversion of Series A Preferred Stock shall be made without charge to the
holders thereof for any issuance tax in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a
name other than that of the holder of the Series A Preferred Stock which is
being converted.

      12. Status of Converted Shares. In case any shares of Series A Preferred
Stock shall be converted pursuant hereto, the shares of Series A Preferred Stock
so converted shall be canceled, shall not be re-issuable and shall cease to be
part of the authorized capital stock of the Corporation.

      13. Amendments. Except where the vote or written consent of the holders of
a greater number of shares of the Corporation is required herein or by law, no
provision of this Series A Certificate which adversely affects the Series A
Preferred Stock may be amended, modified or waived without the written consent
or affirmative vote of the holders of at least a two-thirds of the then
outstanding shares of Series A Preferred Stock consenting or voting, as the case
may be, separately as a class.

      14. Lost Certificates. Upon receipt of evidence reasonably satisfactory to
the Corporation of the loss, theft, destruction or mutilation of a stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity agreement reasonably satisfactory to the Corporation, or
in the case of any such mutilation upon surrender and cancellation of such stock
certificate, the Corporation will make and deliver a new stock certificate, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated stock
certificate at the Corporation's own expense.


                                      -13-


      IN WITNESS WHEREOF, GSV, Inc. has caused this certificate to be signed by
its officers as of this 1st day of March, 2001.

                                    GSV, INC.


                                    By: /s/ Jeffrey Tauber
                                        ----------------------------------------
                                        Name: Jeffrey Tauber
                                        Title: Chief Executive Officer


                                      -14-

EX-4.1

                 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated
as of March 1, 2001, between GSV, Inc., a Delaware corporation (the "Company"),
and Brooks Station Holdings, Inc., a Delaware Corporation (the "Purchaser").

            WHEREAS, subject to the terms and conditions set forth in this
Agreement, the Company desires to issue and sell to the Purchaser and the
Purchaser desires to purchase from the Company, shares of the Company's 12%
Series A Convertible Redeemable Preferred Stock, par value $.001 per share (the
"Preferred Stock"), which are convertible into shares of the Company's common
stock, par value $.001 per share (the "Common Stock") for an aggregate Purchase
Price of $400,000.70.

            IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchaser agree
as follows:

                                    ARTICLE I
                                PURCHASE AND SALE

      1.1 The Closing.

            (a) The Closing. (i) Subject to the terms and conditions set forth
in this Agreement, the Company shall issue and sell to the Purchaser and the
Purchaser shall purchase from the Company 363,637 shares of Preferred Stock (the
"Shares") for a purchase price of $400,000.70 (the "Purchase Price"). The
closing of the purchase and sale of the Shares (the "Closing") shall take place
at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP ("Robinson
Silverman"), 1290 Avenue of the Americas, New York, New York 10104, immediately
following the execution hereof or such later date as the parties shall agree.
The date of the Closing is hereinafter referred to as the "Closing Date."

                  (ii) At the Closing, the parties shall deliver or shall cause
to be delivered the following: (A) the Company shall deliver to the Purchaser
(1) stock certificates representing the Shares registered in the name of the
Purchaser, (2) the legal opinion of Davis & Gilbert LLP, outside counsel to the
Company in the form of Exhibit B and (3) a lock-up agreement between the Company
and each of Jeffrey Tauber, The Jeffrey S. Tauber Grantor Retained Annuity
Trust, Jane Tauber, and The Jane S. Tauber Grantor Retained Annuity Trust, and
(B) the Purchaser shall deliver the Purchase Price in United States dollars in
immediately available funds by wire transfer to an account designated in writing
by the Company for such purpose.

      1.2 Terms of Preferred Stock. The Preferred Stock shall have the rights,
preferences and privileges set forth in the Company's Certificate of
Designations, Preferences and Rights or


Series A 12% Convertible Redeemable Preferred Stock, a copy of which is attached
hereto as Exhibit A, (the "Certificate of Designation") to be filed prior to the
Closing by the Company with the Delaware Secretary of State pursuant to the
Delaware General Corporation Law ("Delaware Law").

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

      2.1 Representations, Warranties and Agreements of the Company. The Company
hereby makes the following representations and warranties to the Purchaser:

            (a) Organization and Qualification. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware, with the requisite corporate power and authority to own and
use its properties and assets and to carry on its business as currently
conducted. The Company has no subsidiaries other than as set forth in Schedule
2.1(a) (collectively the "Subsidiaries"). Each of the Subsidiaries is an entity,
duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization (as
applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted. Each
of the Company and the Subsidiaries is duly qualified to do business and is in
good standing as a foreign corporation in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not, individually or in the aggregate, (x) adversely
affect the legality, validity or enforceability of the Securities (as defined
below) or this Agreement, (y) have or result in a material adverse effect on the
results of operations, assets, prospects, or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (z) adversely impair
the Company's ability to perform fully on a timely basis its obligations under
this Agreement (any of (x), (y) or (z), a "Material Adverse Effect").

            (b) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations
thereunder. The execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company. This Agreement has been duly executed by the
Company and, when delivered (or filed, as the case may be) in accordance with
the terms hereof, will constitute the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms. Neither
the Company nor any Subsidiary is in violation of any of the provisions of its
respective certificate or articles of incorporation, by-laws or other
organizational or charter documents.


                                      -2-


            (c) Capitalization. The number of authorized, issued and outstanding
shares of capital stock of the Company is set forth in Schedule 2.1(c). Except
as disclosed in Schedule 2.1(c), the Company owns all of the capital stock of
each Subsidiary. No shares of Common Stock are entitled to preemptive or similar
rights, nor is any holder of the Common Stock entitled to preemptive or similar
rights arising out of any agreement or understanding with the Company by virtue
of this Agreement. Except as a result of the purchase and sale of the Shares and
as disclosed in Schedule 2.1(c), there are no outstanding options, warrants,
script rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exchangeable for, or giving any individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof)
or other entity of any kind ("Person") any right to subscribe for or acquire,
any shares of Common Stock, or contracts, commitments, understandings, or
arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock, or securities or rights convertible or
exchangeable into shares of Common Stock.

            (d) Issuance of the Shares. The Shares are duly authorized and, when
issued and paid for in accordance with the terms hereof, will be duly and
validly issued, fully paid and nonassessable, free and clear of all liens,
encumbrances and rights of first refusal of any kind (collectively, "Liens").
The Company has on the date hereof and will, at all times while the Shares are
outstanding, maintain an adequate reserve of duly authorized shares of Common
Stock, reserved for issuance to enable it to perform its conversion, and other
obligations under this Agreement and the Certificate of Designation. All such
authorized shares of Common Stock shall be duly reserved for issuance. The
shares of Common Stock issuable upon conversion of the Shares are referred to
herein as the "Underlying Shares." The Shares and the Underlying Shares are
collectively referred to herein as, the "Securities." When issued in accordance
with the Certificate of Designation, the Underlying Shares will be duly
authorized, validly issued, fully paid and nonassessable, free and clear of all
Liens.

            (e) No Conflicts. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not (i) conflict with or violate any
provision of the Company's or any Subsidiary's certificate of incorporation,
bylaws or other charter documents (each as amended through the date hereof), or
(ii) subject to obtaining the Required Approvals (as defined below), conflict
with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company or
a


                                      -3-


Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), as
could not, individually or in the aggregate, have or result in a Material
Adverse Effect. The business of the Company is not being conducted in violation
of any law, ordinance or regulation of any governmental authority, except for
violations which, individually or in the aggregate, could not have or result in
a Material Adverse Effect.

            (f) Filings, Consents and Approvals. Neither the Company nor any
Subsidiary is required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of this
Agreement other than (i) the filings required under Delaware Law ,(ii)
applicable Blue Sky filings and (iii) in all other cases where the failure to
obtain such consent, waiver, authorization or order, or to give such notice or
make such filing or registration could not have or result in, individually or in
the aggregate, a Material Adverse Effect (collectively, the "Required
Approvals").

            (g) Litigation; Proceedings. Except as set forth in Schedule 2.1(g),
there is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries or any of their respective
properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an "Action") which (i) adversely affects or challenges the
legality, validity or enforceability of this Agreement or the Securities or (ii)
could, individually or in the aggregate, have or result in a Material Adverse
Effect.

            (h) No Default or Violation. Except as set forth in Schedule 2.1(h),
neither the Company nor any Subsidiary (i) is in default under or in violation
of (and no event has occurred which has not been waived which, with notice or
lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound, (ii) is in violation of
any order of any court, arbitrator or governmental body, or (iii) is in
violation of any statute, rule or regulation of any governmental authority, in
each case of clauses (i), (ii) or (iii) above, except as could not individually
or in the aggregate, have or result in a Material Adverse Effect.

            (i) Private Offering. Assuming the accuracy of the representations
and warranties of the Purchaser set forth in Sections 2.2(b)-(g), the offer,
issuance and sale of the Securities to the Purchaser as contemplated hereby are
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). Neither the Company nor any Person acting on its
behalf has taken or is, to the knowledge of the Company, contemplating taking
any action which could subject the offering, issuance or sale of the Securities
to the


                                      -4-


registration requirements of the Securities Act including soliciting any offer
to buy or sell the Securities by means of any form of general solicitation or
advertising.

            (j) SEC Documents; Financial Statements. Except as disclosed in
Schedule 2.1(j), the Company has filed all reports required to be filed by it
under the Exchange Act of 1934, as amended (the "Exchange Act"), including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law to file such
material) (the foregoing materials being collectively referred to herein as the
"SEC Documents" and, together with the Schedules to this Agreement, the
"Disclosure Materials") on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Documents prior to the expiration
of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Documents, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. All material
agreements to which the Company is a party or to which the property or assets of
the Company are subject have been filed as exhibits to the SEC Documents as
required. The financial statements of the Company included in the SEC Documents
comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved ("GAAP"), except as may be otherwise specified in such
financial statements or the notes thereto, and fairly present in all material
respects the financial position of the Company and its consolidated subsidiaries
as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments. Since December 31, 1999, except as
specifically disclosed in the SEC Documents or in Schedule 2.1(j), (a) there has
been no event, occurrence or development that has resulted or that could result
in a Material Adverse Effect, (b) the Company has not incurred any liabilities
(contingent or otherwise) other than (x) liabilities incurred in the ordinary
course of business consistent with past practice and (y) liabilities not
required to be reflected in the Company's financial statements pursuant to GAAP
or otherwise required to be disclosed in filings made with the Commission, (c)
the Company has not altered its method of accounting or the identity of its
auditors and (d) the Company has not declared or made any payment or
distribution of cash or other property to its stockholders or officers or
directors (other than in compliance with existing Company stock option plans)
with respect to its capital stock, or purchased, redeemed (or made any
agreements to purchase or redeem) any shares of its capital stock.

            (k) Investment Company. Except as set forth in Schedule 2.1(k), the
Company is not, and is not an Affiliate (as defined in Rule 405 under the
Securities Act) of, an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.


                                      -5-


            (l) Certain Fees. Except for certain fees payable to the Persons
listed on Schedule 2.1(l), by the Company, no fees or commissions will be
payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by this Agreement. The Purchaser shall have no
obligation with respect to any fees or with respect to any claims made by or on
behalf of other Persons for fees of a type contemplated in this Section that may
be due in connection with the transactions contemplated by this Agreement. The
Company shall indemnify and hold harmless the Purchaser, its employees,
officers, directors, agents, and partners, and their respective Affiliates, from
and against all claims, losses, damages, costs (including the costs of
preparation and attorney's fees) and expenses suffered in respect of any such
claimed or existing fees, as such fees and expenses are incurred.

            (m) Solicitation Materials. Neither the Company nor any Person
acting on the Company's behalf has solicited any offer to buy or sell the
Securities by means of any form of general solicitation or advertising.

            (n) Seniority. No class of equity securities of the Company is
senior to the Shares in right of payment, whether upon liquidation or
dissolution, or other.

            (o) Listing and Maintenance Requirements Compliance. Except as set
forth in the SEC Documents or in Schedule 2.1(o), the Company has not, in the
two years preceding the date hereof, received notice (written or oral) from any
stock exchange, market or trading facility on which the Common Stock is or has
been listed (or on which it has been quoted) to the effect that the Company is
not in compliance with the listing or maintenance requirements of such exchange
or market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and
maintenance requirements.

            (p) Patents and Trademarks. Schedule 2.1(p) sets forth a true and
complete list of all of the following items which the Company and/or its
Subsidiaries (1) own in whole or in part and/or (2) have a valid claim of
ownership in whole or in part (such as a contract right of assignment from an
employee or independent contractor) (hereinafter referred to as the
"Intellectual Property Rights"): (i) all United States and foreign patents and
applications therefor, (ii) all patentable inventions which have not yet become
the subject to a patent application, (iii) all United States and foreign
trademark, trade name, service mark, collective mark, and certification mark
registrations and applications therefor at the federal, state or local level,
(iv) all material trademarks, trade names, service marks, collective marks, and
certification marks which have been used by the Parent or its Subsidiaries in
commerce at any time in the last five years (and for each, the date of first use
in commerce and a description of the goods and services in connection with which
it has been used), and (v) all United States and foreign and copyright
registrations and applications therefor. Schedule 2.1(p) also sets forth a true
and complete list of all items described in subsections (i) through (iv) of the
previous sentence in which the Parent or any of its Subsidiaries own a license
(the "Licensed Rights"). Neither the Company nor any


                                      -6-


Subsidiary has (i) any unpatented inventions which have been the subject of a
patent application, (ii) any material copyrightable works of authorship which
have not been the subject of a copyright registration or application therefor,
including but not limited to software code, manuals and other text works,
photographs, video recordings, and audio recordings, or (iii) any mask works.
Except as set forth on Schedule 2.1(p), (i) the Intellectual Property Rights
owned by it and/or its Subsidiaries are free and clear of any Liens; (ii) the
Licensed Rights are free and clear of any Liens; and (iii) the Intellectual
Property Rights and the Licensed Rights are all those material rights necessary
to the conduct of the business of each of the Company and its Subsidiaries. The
validity of the Intellectual Property Rights and title thereto and validity of
the Licensed Rights, (i) have not been questioned in any prior Litigation; (ii)
are not being questioned in any pending Litigation; and (iii) are not the
subject(s) of any threatened or proposed Litigation. The business of each of the
Company and its Subsidiaries, as presently conducted, does not conflict with and
has not been alleged to conflict with any patents, trademarks, trade names,
service marks, copyrights or other intellectual property rights of others. The
consummation of the transactions contemplated hereby will not result in the loss
or impairment of any of the Intellectual Property Rights or the Company or its
Subsidiaries' right to use any of the Licensed Rights. There are no third
parties using any of the Intellectual Property Rights material to the business
of the Company or its Subsidiaries as presently conducted. Each of the Company
and its Subsidiaries owns, or possesses sufficiently broad and valid rights to,
all computer software programs that are material to the conduct of the business
of the Company and its Subsidiaries. There are no infringement suits, actions or
proceedings pending or threatened against the Company or any Subsidiary with
respect to any software owned or licensed by it or any Subsidiary.

            (q) Rights of Participation. Except as set forth in Schedule 2.1(q),
the Company has not granted or agreed to grant to any Person any rights
(including "piggy-back" registration rights) to have any securities of the
Company registered with the Commission or any other governmental authority which
have not been satisfied. No Person, has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the
transactions contemplated by this Agreement.

            (r) Regulatory Permits. The Company and its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate Federal,
state or foreign regulatory authorities necessary to conduct their respective
businesses as described in the SEC Documents, except where the failure to
possess such permits could not, individually or in the aggregate, have or result
in a Material Adverse Effect ("Material Permits"), and neither the Company nor
any such Subsidiary has received any notice of proceedings relating to the
revocation or modification of any Material Permit.

            (s) Title. The Company and the Subsidiaries have good and marketable
title in fee simple to all real property owned by them which is material to the
business of the Company and its Subsidiaries and good and marketable title in
all personal property owned by them which is material to the business of the
Company and its Subsidiaries, in each case free and


                                      -7-


clear of all Liens, except for Liens as do not materially affect the value of
such property and do not interfere with the use made and proposed to be made of
such property by the Company and its Subsidiaries. Except as set forth in
Schedule 2.1(s), any real property and facilities held under lease by the
Company and its Subsidiaries are held by them under valid, subsisting and
enforceable leases of which the Company and its Subsidiaries are in compliance
and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries.

            (t) Absence of Certain Proceedings. Except as described in the SEC
Documents or as set forth in Schedule 2.1(t), (i) there is no Action pending or,
to the knowledge of the Company, threatened against the Company, in any such
case wherein an unfavorable decision, ruling or finding could have or result in
a Material Adverse Effect; (ii) neither the Company nor any Subsidiary, nor any
director or officer thereof, is or has been the subject of any Action involving
(A) a claim of violation of or liability under federal or state securities laws
or (B) a claim of breach of fiduciary duty; (iii) the Company does not have
pending before the Commission any request for confidential treatment of
information; and (iv) there has not been, and to the best of the Company's
knowledge there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of
the Company.

            (u) Labor Relations. No material labor problem exists or, to the
knowledge of the Company, is imminent with respect to any of the employees of
the Company.

            (v) Taxes. The Company and each of its Subsidiaries, and any
consolidated, combined, unitary or aggregate group for Tax purposes of which the
Company or any of its Subsidiaries is or has been a member has timely filed all
material Tax Returns required to be filed by it in the manner provided by law,
has timely paid all material Taxes (including interest and penalties) due and
has provided adequate reserves in its financial statements for any Taxes that
have not been paid, whether or not shown as being due on any returns. All such
Tax Returns were true, correct and complete in all material respects. No
material deficiencies for any Taxes have been proposed, asserted or assessed
against the Company or any of its Subsidiaries that are not adequately reserved
for. As used herein, "Taxes" shall mean (A) any taxes of any kind, including but
not limited to those on or measured by or referred to as income, gross receipts,
capital, sales, use, ad valorem, franchise, profits, license, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, value added,
property or windfall profits taxes, customs, duties or similar fees, assessments
or charges of any kind whatsoever, together with any interest and any penalties,
additions to tax or additional amounts imposed by any governmental authority,
domestic or foreign and (B) any liability of the Company or any Subsidiary for
the payment of any amount of the type described in clause (A) as a result of
being a member of an affiliated or combined group, by contract or otherwise. As
used herein, "Tax Return" shall mean any return, report or statement required to
be filed with any governmental authority with respect to Taxes.


                                      -8-


            (w) Disclosure. Except as specifically set forth in the immediately
following sentence, the Company confirms that neither it nor any other Person
acting on its behalf has provided the Purchaser or its agents or counsel with
any information that constitutes or might constitute material non-public
information. The Purchaser understands that certain of the disclosures set forth
in the Schedules to this Agreement may contain information that is not public
and which may have the consequence of precluding the Purchaser right to trade in
the Company's Common Stock. The Company understands and confirms that the
Purchaser shall be relying on the foregoing representations in effecting
transactions in securities of the Company. All disclosure provided to the
Purchaser regarding the Company, its business and the transactions contemplated
hereby, including the Schedules to this Agreement, furnished by or on behalf of
the Company are true and correct and do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.

      2.2 Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:

            (a) Organization; Authority. The Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite corporate or partnership
power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations
thereunder. The purchase by the Purchaser of the Securities hereunder has been
duly authorized by all necessary action on the part of such Purchaser. The
Agreement has been duly executed by the Purchaser, and when delivered in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of the Purchaser, enforceable against it in accordance with its
terms.

            (b) Investment Intent. The Purchaser is acquiring the Securities as
principal for its own account for investment purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice, however, to such Purchaser's right, subject to the provisions of this
Agreement at all times to sell or otherwise dispose of all or any part of such
Securities pursuant to an effective registration statement under the Securities
Act or under an exemption from such registration and in compliance with
applicable federal and state securities laws. The Purchaser is acquiring the
Securities hereunder in the ordinary course of its business. The Purchaser does
not have any agreement or understanding, directly or indirectly, with any person
to distribute the Securities. While it is the intention of the Purchaser to hold
the Securities, nothing contained herein shall be deemed a representation or
warranty by the Purchaser to hold Securities for any amount of time.

            (c) Purchaser Status. At the time the Purchaser was offered the
Securities, it was, and at the date hereof it is an "accredited investor" as
defined in Rule 501(a) under the Securities Act. The Purchaser has not been
formed solely for the purpose of acquiring the Securities.


                                      -9-


            (d) Experience of such Purchaser. The Purchaser, either alone or
together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.

            (e) Ability to Bear Risk of Investment. The Purchaser is able to
bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.

            (f) Access to Information. The Purchaser acknowledges that it has
been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Securities and the
merits and risks of investing in the Securities; (ii) access to information
about the Company and the Company's financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to
evaluate its investment; and (iii) the opportunity to obtain such additional
information which the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with
respect to the investment.

            (g) General Solicitation. The Purchaser is not purchasing the
Securities as a result of or subsequent to any advertisement, article, notice or
other communication regarding the Securities published in any newspaper,
magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement.

            (h) Reliance. The Purchaser understands and acknowledges that (i)
the Securities are being offered and sold to it without registration under the
Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act and (ii) the availability of such exemption,
depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing representations and such Purchaser hereby consents to such
reliance.

            The Company acknowledges and agrees that the Purchaser does not make
or has not made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in this
Section 2.2.

                                   ARTICLE III
                         OTHER AGREEMENTS OF THE PARTIES

      3.1 Transfer Restrictions. (a) Securities may only be disposed of pursuant
to an effective registration statement under the Securities Act, to the Company
or pursuant to an available exemption from or in a transaction not subject to
the registration requirements of the Securities Act, and in compliance with any
applicable federal and state securities laws. In


                                      -10-


connection with any transfer of Securities other than pursuant to an effective
registration statement or to the Company, except as otherwise set forth herein,
the Company may require the transferor thereof to provide to the Company an
opinion of counsel selected by the transferor, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act. Notwithstanding the foregoing, the Company, without requiring a
legal opinion as described in the immediately preceding sentence, hereby
consents to and agrees to register on the books of the Company and with any
transfer agent for the securities of the Company any transfer of Securities by
the Purchaser to an Affiliate of the Purchaser and any transfer among any such
Affiliates provided that the transferee provides representations to the Company
generally consistent with those set forth in Section 2.2 (b)-(e). Any such
transferee shall agree in writing to be bound by the terms of this Agreement and
shall have the rights of the Purchaser under this Agreement.

            (b) The Purchaser agrees to the imprinting, so long as is required
by this Section 3.1(b), of the following legend on any Securities:

            NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
      UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

            Underlying Shares shall not contain the legend set forth above nor
any other legend if the conversion of the Shares or other issuances of
Underlying Shares occurs at any time while a registration statement is effective
under the Securities Act or the holder has satisfied the requirements of Rule
144 promulgated under the Securities Act ("Rule 144") in connection with the
intended resale of such Underlying Shares or, in the event there is not an
effective registration statement at such time and Rule 144 is not then available
to the holder, if, in the opinion of counsel to the Company, such legend is not
required under applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission).

      3.2 Acknowledgment of Dilution. The Company acknowledges that the issuance
of the Underlying Shares upon conversion of the Shares will result in dilution
of the outstanding shares of Common Stock, which dilution may be substantial
under certain market conditions.


                                      -11-


The Company further acknowledges that its obligation to issue Underlying Shares
upon conversion of the Shares is unconditional and absolute, subject to the
limitations set forth in the Shares regardless of the effect of any such
dilution.

      3.3 Furnishing of Information As long as the Purchaser owns Securities,
the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Section 13(a) or 15(d) of the
Exchange Act. As long as the Purchaser owns Securities, if the Company is not
required to file reports pursuant to such sections, it will prepare and furnish
to the Purchasers and make publicly available in accordance with Rule 144(c)
promulgated under the Securities Act such information as is required for the
Purchaser to sell the Securities under Rule 144 promulgated under the Securities
Act. The Company further covenants that it will take such further action as any
holder of Securities may reasonably request, all to the extent required from
time to time to enable such Person to sell Underlying Shares without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including causing its
attorneys to render and deliver any legal opinion required in order to permit
the Purchaser to receive Underlying Shares free of all restrictive legends and
to subsequently sell Underlying Shares under Rule 144 upon receipt of notice of
an intention to sell or other form of notice having a similar effect. Upon the
request of any such Person, the Company shall deliver to such Person a written
certification of a duly authorized officer as to whether it has complied with
such requirements.

      3.4 Integration The Company shall not, and shall use its best efforts to
ensure that, no Affiliate of the Company shall, sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchaser.

      3.5 Reservation of Underlying Shares The Company shall maintain a reserve
of shares of Common Stock for issuance upon the conversion of the Shares in full
in accordance with the Certificate of Designation in such amount as may be
required to fulfill its obligations in full under this Agreement.

      3.6 Certain Securities Laws Disclosures; Publicity. The Company shall: (i)
on the Closing Date issue a press release acceptable to the Purchaser disclosing
the transactions contemplated hereby, (ii) file with the Commission a Report on
Form 8-K disclosing the transactions contemplated hereby within 10 business days
after the Closing Date, and (iii) timely file with the Commission a Form D
promulgated under the Securities Act as required under Regulation D promulgated
under the Securities Act and provide a copy thereof to the Purchaser promptly
after the filing thereof. The Company shall, no less than two business days
prior to the filing of any disclosure required by clauses (ii) and (iii) above,
provide a copy thereof to the Purchaser. The Company and the Purchaser shall
consult with each other in issuing any press releases or otherwise making public
statements or filings and other communications with the


                                      -12-


Commission or any regulatory agency or stock market or trading facility with
respect to the transactions contemplated hereby and neither party shall issue
any such press release or otherwise make any such public statement, filings or
other communications without the prior written consent of the other, which
consent shall not be unreasonably withheld or delayed, except that no prior
consent shall be required if such disclosure is required by law, in which such
case the disclosing party shall provide the other party with prior notice of
such public statement, filing or other communication.

      3.7 Use of Proceeds The Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes, including developing
new business opportunities globally, and not for the satisfaction of any portion
of the Company's debt to redeem any Company equity or equity-equivalent
securities or to settle any outstanding litigation.

      3.8 Board of Directors. The Company shall use its best efforts to cause
the size of its board of directors to be maintained at seven (7) directors and
to have the composition of the board of directors to be maintained in accordance
with the Certificate of Designation.

3.9 Option to Purchase Additional Shares of Preferred Stock. At any time during
the six-month period following the Closing Date, the Purchaser shall have the
right, upon written notice to the Company, to purchase, and the Company shall
sell to the Purchaser, up to $300,000.80 of shares of Preferred Stock on the
same terms and conditions as the Shares purchased pursuant to this Agreement
except that no right to appoint additional directors shall be granted, no
further lock-up restrictions shall be imposed and no additional legal fees, as
set forth in Section 4.1, shall be payable.

      3.10 Lock-up Agreement. Concurrently of the execution of this Agreement,
the Company shall enter into lock-up agreements, in the form established herein
as Exhibit C attached hereto, with each of Jeffrey Tauber, The Jeffrey S. Tauber
Grantor Retained Annuity Trust, Jane Tauber and The Jane S. Tauber Grantor
Retained Annuity Trust.

                                   ARTICLE IV
                                  MISCELLANEOUS

      4.1 Fees and Expenses. At the Closing, the Company shall reimburse the
Purchaser for their legal fees and expenses incurred in connection with the
preparation and negotiation of this Agreement by paying to Robinson Silverman
$20,000 for the preparation and negotiation of this Agreement. The amount
contemplated by the immediately preceding sentence shall be retained by the
Purchaser and shall not be delivered to the Company at the Closing. Other than
the amount contemplated herein each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.


                                      -13-


The Company shall pay all stamp and other taxes and duties levied in connection
with the issuance of the Securities.

      4.2 Entire Agreement; Amendments. This Agreement, together with the
Exhibits and Schedules thereto contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

      4.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 6:30 p.m. (New York City
time) on a business day (with confirmation of transmission), (ii) the business
day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified in this Agreement
later than 6:30 p.m. (New York City time) on any date and earlier than 11:59
p.m. (New York City time) on such date (with confirmation of transmission),
(iii) the business day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and
communications shall be as follows:

      If to the Company:      GSV, Inc.
                              116 Newark Avenue
                              Jersey City, NJ 07302
                              Facsimile No.: (201) 395-0076
                              Attn: President

      With copies to:         Davis & Gilbert
                              1740 Broadway
                              New York, NY 10019
                              Facsimile No.: (212) 468-4888
                              Attn: Walter Epstein, Esq.

      If to a Purchaser:      Brooks Station Holdings, Inc.
                              c/o Cavallo Capital Corp.
                              660 Madison Avenue. .
                              New York, NY 10021
                              Facsimile No.(212) 651-9010
                              Attn: President


                                      -14-


      With copies to:         Robinson Silverman Pearce Aronsohn & Berman LLP
                              1290 Avenue of the Americas
                              New York, NY 10104
                              Facsimile No.: (212) 541-4630
                              Attn: Kenneth L. Henderson, Esq.

or such other address as may be designated in writing hereafter, in the same
manner, by such Person.

      4.4 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and the Purchaser or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.

      4.5 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

      4.6 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Purchaser. Except as set forth in
Section 3.1(a), the Purchaser may not assign this Agreement or any of the rights
or obligations hereunder without the consent of the Company.

      4.7 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

      4.8 Governing Law. The corporate laws of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of this
Agreement),and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or


                                      -15-


overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

      4.9 Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery and conversion of
the Shares.

      4.10 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

      4.11 Severability. In case any one or more of the provisions of this
Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affecting or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.

      4.12 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, the Purchaser
will be entitled to specific performance of the obligations of the Company under
this Agreement. The Company and the Purchaser agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of
its obligations described in the foregoing sentence and hereby agrees to waive
in any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                            SIGNATURE PAGES FOLLOWS]


                                      -16-


            IN WITNESS WHEREOF, the parties hereto have caused this Convertible
Preferred Stock Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

                                    GSV, INC.

                                    By: /s/ Jeffrey Tauber
                                        ----------------------------------------
                                        Name: Jeffrey Tauber
                                        Title: Chief Executive Officer


                                    BROOK STATION HOLDINGS, INC.

                                    By: /s/ Gilad Gat
                                        ----------------------------------------
                                        Name: Gilad Gat
                                        Title: President


                                      -17-

EX-99.1

GSV Raises Additional Equity Through Convertible Preferred Stock Investment

    JERSEY CITY, N.J.--(BUSINESS WIRE)--March 2, 2001--

      Brooks Station Makes $400,000 Investment at $1.10 Per Share
      Above-Market Price Based on GSV's Investment Track Record

GSV, Inc. (NASDAQ:GSVIC), today announced that Brooks Station Holdings, a
private investment corporation, has purchased $400,000 of a newly created class
of GSV 12% convertible preferred stock. The stock is convertible into shares of
GSV common stock at a conversion price of $1.10 per share, representing a
significant premium over the common stock's closing price of $.31 on March 1st,
2000.

GSV will use this capital investment to continue to grow its portfolio of early
stage Internet companies. Over the past year, the company has made substantial
investments in Fasturn, Inc., Weema Technologies, Inc., Telephone.com,
MeetChina.com and e-Commerce Solutions. GSV will focus in the near term on
acquiring controlling interests in one or more businesses.

Jeffrey Tauber, Chairman of GSV, stated "This new investment demonstrates that
GSV is on the right path and that its direction is recognized by sophisticated
investors. We have streamlined our expenses, weathered the fall-out of internet
incubators and learned a great deal. GSV is here for the long-run and this
financing reaffirms our confidence in the company's strategy. Drawing upon the
depth and business acumen of our new investment partners, we will actively
partner to source and grow new opportunities. We intend if possible to acquire
controlling interests in one or more businesses over the near term. No specific
business has yet been identified."

Daniel Golan, of Brooks Station commented, "We are pleased to join the GSV team
and work closely with management. We are confident that the company has the
investment strategy and experience to find exciting opportunities that will
produce solid returns and benefit GSV shareholders."

In connection with the purchase, Brooks Station has the right to nominate three
directors for election to the Board, bringing the total number of Directors to
seven. In addition, Brooks Station has acquired an option to purchase an
additional $300,000 of the 12% convertible preferred stock on the same economic
terms. Under the terms of the transaction, Mr. Tauber and his family have agreed
to hold their stock for 6 months following the closing. About GSV, Inc.



GSV, Inc. identifies and develops attractive early stage Internet companies. GSV
will provide these companies, as needed, with management, marketing, financing
(including early stage seed capital), human resources, accounting resources, use
of its facilities and its extensive expertise in business development. GSV plans
to seek to acquire a controlling interest in one or more businesses over the
near term. The company's web site is located at www.gsv.com.

Safe Harbor

This announcement contains forward-looking statements that involve risks and
uncertainties that include, among others, the Company's limited operating
history, anticipated losses, unpredictability of future revenues, potential
fluctuation in quarterly operating results, seasonality, competition, risks
associated with system development and operating risks, management of potential
growth and risks of new business areas, and strategic alliances.

CONTACT: GSV, Inc., Jersey City
Director of Investor Relations
Jeff Tauber
(201) 395-0700
contact@gsv.com

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EX-99.2

Monday March 5, 8:42 am Eastern Time
Press Release

GSV, Inc. Releases Preliminary Fourth Quarter 2000  and Year End 2000 Results

JERSEY CITY, N.J.--(BUSINESS WIRE)--March 5, 2001--GSV, Inc. (also known as
Grove Strategic Ventures)(NASDAQ:GSVI - news), today announced preliminary
financial results for the fourth quarter 2000 ending December 31, 2000 and year
end December 31, 2000. The Company estimates an operating loss from continuing
operations before write down of investments available for sale of between
$550,000 and $650,000 for fourth quarter ending December 31, 2000 and a loss per
common share from continuing operations before write down of investments
available for sale of between ($0.29) and ($0.34). For the year ended December
31, 2000, the Company estimates an operating loss from continuing operations
before write down of investments available for sale of between $2,300,000 and
$2,400,000 and a loss per common share from continuing operations of between
($2.70) and ($2.75). During the fourth quarter, and the year, the Company wrote
down investments in securities available for sale by $1,353,000 and $1,503,000,
respectively, to reflect current changes in market conditions. Net decrease in
cash for the fourth quarter was approximately ($300,000).

About GSV, Inc.

GSV, Inc. identifies and develops attractive early stage Internet companies. GSV
will provide these companies, as needed, with management, marketing, financing
(including early stage seed capital), human resources, accounting resources, use
of its facilities and its extensive expertise in business development. GSV plans
to seek to acquire a controlling interest in one or more businesses over the
near term. The company's web site is located at www.gsv.com.

Safe Harbor

This announcement contains forward-looking statements that involve risks and
uncertainties that include, among others, the Company's limited operating
history, anticipated losses, unpredictability of future revenues, potential
fluctuation in quarterly operating results, seasonality, competition, risks
associated with system development and operating risks, management of potential
growth and risks of new business areas, and strategic alliances.

Contact:

     GSV, Inc., Jersey City
     Director of Investor Relations
     Jeff Tauber
     (201) 395-0700
     contact@gsv.com