GBS Enterprises Inc (Form: 8-K, Received: 03/06/2012 13:14:58)

UNITED STATES

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, 2012

GBS ENTERPRISES INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-53223		27-3755055
(State of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

585 Molly Lane

Woodstock, GA 30189

(Address of Principal Executive Offices)

(Zip Code)

(404) 474-7256

(Registrant's Telephone Number, including area code)

N/A

(Former name or former address, if changed since last report)

Copies to:

Philip Magri, Esq.

The Sourlis Law Firm

130 Maple Avenue, Suite 9B2

Red Bank, New Jersey 07701

Direct Dial: (954) 303-8027

T: (732) 530-9007

F: (732) 530-9008

philmagri@sourlislaw.com

www.SourlisLaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to a written consent in lieu of a meeting of the Board of Directors (the “Board”) of GBS Enterprises Incorporated, a Nevada corporation (the “Company”), as permitted under the Nevada Revised Statutes and the Bylaws of the Company, on March 1, 2012, the Board unanimously voted to increase the size of the Board from two (2) to seven (7) members and appointed the following individuals (each, a “New Director” or “Independent Director” and collectively, the “New Directors” or “Independent Directors”) to fill the five (5) vacancies created thereby until the next annual meeting of stockholders of the Company or until his respective successor is elected and qualified:

Name:		Age:
David Darsch		55
John A. Moore, Jr.		59
Mohammad Shihadah		59
Stephen D. Baksa		66
Woody A. Allen		64

Business Experience :

David Darsch

Mr. Darsch has more than 30 years of experience as an entrepreneur and managing executive of technology companies. With a strong trans-Atlantic and pan-European focus, Dave has active clients in both the US and Europe. He mentors entrepreneurs and helps them develop business plans that accelerate revenue growth and/or external infusion of capital. Mr. Darsch has been involved in more than ten transactions involving the purchase, sale, merger, or infusion of capital into companies.

In 2005, Mr. Darsch founded the pan-European CEO Collaborative Forum (CEO-CF) and has been serving as its President since its founding. CEO-CF is an exclusive consortium of high-performing CEO peer groups from high growth companies across the European Union. It provides expert help, peer group collaboration, and coaching for CEOs of European-based companies with pan-European, trans-Atlantic, and trans-Asian market strategies. Current membership and alumni comprises approximately 200 CEOs from over 28 different nationalities and cultures, each sharing the common goal of scaling their companies to significant stakeholder valuation.

In 1979, Mr. Darsch founded and served as CEO of Data Management Design, Inc. a privately held software development company located in Washington, DC, until a systems integrator acquired the company in 1996. During his tenure, the company was recognized as one of the Inc. 500 fastest growing US companies.

Dave has a B.S. in international finance from University of Massachusetts. He has also been a guest lecturer at the MBA level, Dave has provided instruction at many European universities, including INSEAD University in Fontainebleau, France, London School of Business, England, IESE Business School in Barcelona, Spain, University of Chicago, USA, and ESADE University in Barcelona, Spain. He has also presented at the Europe’s 500 Conference and taught courses on entrepreneurship for the European Commission, BBVA, and Terra Lycos in Spain.

John A. Moore, Jr .

Mr. Moore has more than 30 years’ experience in private and public company management for information technology firms. Mr. Moore has extensive experience in strategic planning, corporate compliance, proposal preparation and pricing and SEC reporting. He has a deep knowledge of federal government contracting and financial management. From April 1997 to June 2003, Mr. Moore served as the Executive Vice President and Chief Financial Officer of ManTech International Corporation (NASDAQ: MANT) and was directly involved in taking ManTech public in 2002 as well as facilitating a secondary offering. ManTech International is engaged in providing innovative technologies and solutions for mission-critical national security programs for the intelligence community. Since April 27, 2006, Mr. Moore has been serving as a member of the Board of Directors of Horne International, Inc. (OTCBB: HNIN) and Chairman of its Board’s audit and compensation committees. Horne International is an engineering services company engaged in providing integrated, systems approach based solutions to the energy and environmental sectors to both commercial customers and to the U.S. federal government.

From April 2005 to September 2011, Mr. Moore served as a member of the Board of Directors of Paradigm Holdings, Inc. (OTC Pink Sheets: PDHO), a public company engaged in cyber security and information technology services. From 2006 to 2011, Mr. Moore served as the Chairman of the Board of Directors of MOJO Financial Services, Inc., a privately held financial services company. From 2005 to 2007, Mr. Moore served as a member of the Board of Directors of Global Secure Corporation, a privately held information technology services company. From 1994 to 2003, Mr. Moore served on the Board of Directors of ManTech International Corporation. From 1997 to 2003, Mr. Moore served on the Board of Directors of GSE Systems Inc. (AMEX: GVP), a public company engaged in simulation technology services. From 2003 to 2009 Mr. Moore served as a member of the Board of Visitors for the University of Maryland’s Smith School of Business. Mr. Moore earned an MBA from the University of Maryland in 1979 and a B.S. Degree in accounting from LaSalle University located in Philadelphia, PA in 1974.

Mohammad Shihadah

Mr. Shihadah has extensive experience in technology companies incubation, establishing the vision, planning, managing the execution of the business plans, meeting the growth goals and objective, creating value for shareholders and employees, and achieving a successful exit. Mr. Shihadah has 20 years of experience in the field of software design and development, project/program management, and technical consulting.

In 1990, Mr. Shihadah founded Applications Technology, Inc. (AppTek). AppTek, headquartered in McLean, Virginia, is a U.S. company specializing in software development for human language technology (HLT). In November 2011, AppTex acquired Science Applications International Corporation. Since February 2002, Mr. Shihadah has been serving as a member of the Board of Directors of Ignite Media Solutions, a privately held company engaged in providing pay-per-performance based integrated multi-channel solutions . Mr. Shihadah serves as a member of the Board of Directors of Net2Voice, Inc., a privately held company engaged in the development of multilingual voice-enabled solutions for the Internet and telephone. Mr. Shihadah is also an observer on the Board of Directors of Pixelligent, a privately held entity engaged in nanotechnology.

Mr. Shihadah is currently the Managing Director of Bridge Holdings, an investment fund directed for technology startup companies.

Mr. Shihadah earned a Master’s degree in 1991 from the University of Oregon in Computer Information Science, and a B.S. Degree in Mathematics from Portland State University in

Stephen D. Baksa

Since November 1, 2011, Mr. Baksa has been serving as a director of Single Touch Systems, Inc. (OTCBB: SITO), a public company engaged in providing innovative mobile media solutions to retailers, advertisers and brands. Mr. Baksa was a General Partner at the Vertical Group from 1989 through 2010, a private equity and venture capital firm focused on the fields of medical technology and biotechnology. He is currently employed at the Vertical Group as an advisor/consultant. For more than 30 years, The Vertical Group has been an early stage investor and major shareholder of some of the medical technology industry’s most successful companies. Before Mr. Baksa joined The Vertical Group, he was co-founder of Paddington Partners, a firm engaged in special situation investing focused on public health care equities. Mr. Baksa holds an M.B.A. from The Rutgers School of Business (1969) and a B.A. in Economics from Gettysburg College (1967).

Woody A. Allen

Mr. Allen is a business strategist, coach and mentor to companies in the United States and Europe. He has more than 35 years’ experience as a C-level executive, including roles as President, Executive Vice President, Chief Financial Officer and Chairman of the Board for publicly traded companies. He has extensive boardroom experience, having served on the Boards of Directors of numerous companies in a wide variety of businesses, ranging from radio broadcasting to semiconductor equipment manufacturing. In1992, Mr. Allen founded Allen Management Services, a privately held company which offers financial guidance, and leadership and executive training, to mid and high level executives of small to medium sized businesses, and has been serving as its President since its founding. Since 2001, Mr. Allen has been serving as the Chief Financial Officer for BIA-Financial Network, a privately held company which offers research and consulting services to local media. From February 2000 to October 2003, Mr. Allen served as the Chairman of the Board of Directors of Precision Auto Care, Inc. (OTC Pink Sheets: PACI), a global franchisor of auto care centers. Since 1998 and through the present, Mr. Allen has been serving as a member of the Board of Directors of Precision Auto Care and the Chairman of its audit committee. Since 2005, Mr. Allen has been serving as a Board member for CEO-CF, a privately held European-based company specializing in facilitating collaboration amongst entrepreneurial CEO’s. Mr. Allen was also the Executive Vice President and Chief Financial Officer for EZ Communications (EZCIA) from 1973 through 1992, and served on the Company’s Board and was Chairman of its Audit Committee from 1979 through 1996, when the Company was sold. He is a certified Master Somatic Coach with Strozzi Institute, a California-based educational organization, and has been published in an anthology entitled, “Being Human at Work.” Since 2008, Mr. Allen has also been a colleague with Synthesis-LLC, a New York based training and development organization that mobilizes leadership teams to create increased productivity, satisfaction and value.

Independent Directors :

The Board has determined that each of the New Directors qualifies as an “Independent Director” as defined by Section 10A(m)(3)(ii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 5065(a)(2) of the NASDAQ Marketplace Rules.

Board Committees :

Audit Committee

On March 1, 2012, the Board established a standing Audit Committee comprised of the New Directors and Gary MacDonald and Mr. Moore was appointed the Chairman of the Audit Committee. As previously disclosed by the Company, Mr. MacDonald was elected as a member of the Board on December 2, 2011. Mr. MacDonald also serves as the Executive Vice President and Chief Development Officer of the Company and its 50.1% subsidiary, GROUP Software AG, a German publicly-traded company, and therefore, does not qualify as an “Independent Director” as defined by Section 10A(m)(3)(ii) of the Exchange Act or Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

The Audit Committee shall assist the Board in fulfilling its responsibility to oversee the conduct and integrity of the Company’s financial reports, internal controls and compliance with legal and regulatory requirements, with ultimate authority to: (i) select, appoint, dismiss, compensate and oversee the Company’s independent auditors; (ii) preapprove all auditing and non-auditing services to be provided by the independent auditors (other than nonauditing services that are de minimis); (iii) oversee the independence and qualification of the Company’s independent auditors; (iv) oversee the performance of the Company’s internal audit and surveillance functions; and (v) prepare any reports of the Committee that are required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

Designation of “Audit Committee Financial Expert”

On March 1, 2012, Mr. Moore was unanimously designated by the Board as the “audit committee financial expert” as that term is defined under Item 407(d)(5)(ii) of Regulation S-K based on Mr. Moore’s business experience as reflected above.

Compensation Committee

On March 1, 2012, the Board established a standing Compensation Committee comprised of the Independent Directors. On March 1, 2012, Mr. Allen was appointed as the Chairman of the Compensation Committee.

The Compensation Committee shall assist the Board in establishing and overseeing the Company’s compensation philosophy, policies and practices, including but not limited to those related to incentive compensation and equity-based plans, retention severance and retirement programs, and any other employee benefit plans or programs.

Corporate Governance, Regulatory and Nominating Committee:

On March 1, 2012, the Board established a standing Corporate Governance, Regulatory and Nominating Committee comprised of the Independent Directors. On March 1, 2012, Mr. Allen was appointed as the Chairman of the Committee.

The purpose of the Corporate Governance, Regulatory and Nominating Committee is to develop and recommend to the Board the governance processes and principles applicable to the Company; oversee the periodic evaluation of the Board and committees; and, generally, have a leadership role in shaping the Company’s corporate governance policies.

Transactions with Related Persons :

In March 2011, the Company consummated a private placement offering of an aggregate of 6,044,000 Units at a purchase price of $1.25 per Unit, for gross proceeds of $7,555,000. Each Unit was comprised of one share of Common Stock and one three-year Warrant to purchase one share of Common Stock at an exercise price of $1.50 per share.

In the Offering, Stephen D. Baksa, a newly elected director as disclosed above, purchased an aggregate of 700,000 Units for total purchase price of $875,000. On November 29, 2011, Mr. Baksa exercised the 700,000 Warrants included in the Units for an aggregate exercise price of $1,050.000.

Family Relationships :

None reportable under Item 401(d) of Regulation S-K.

Material Plans, Contracts or Arrangements :

General

Pursuant to letter agreements (referenced below) between the Company and each New Director, the Company has agreed to pay each New Director an annual retainer of $10,000 payable on a quarterly basis on the 15 ^th day of each April, July, October and January of each year. The Chairman of the Audit Committee is also to receive an annual retainer of $8,000, payable on a quarterly basis. The Chairmen of the Compensation Committee and the Corporate Governance, Regulatory and Nominating Committee are each to receive an annual retainer of $1,000, payable on a quarterly basis.

The Company has agreed to pay each Independent Director $2,000 for each Board meeting (based on four meetings per year). The Company has agreed to pay each Independent Director serving on the Audit Committee a fee of $2,000 for each Audit Committee meeting (based on four meetings per year). The Company has agreed to pay each Independent Director serving on the Compensation Committee and/or the Corporate Governance, Regulatory and Nominating Committee a fee of $2,000 for each meeting of the respective committee (based on one meeting per year).

David Darsch

Pursuant to a letter agreement, dated January 26, 2012, as amended, the Company agreed to pay Mr. Darsch an annual retainer fee of $10,000 in consideration for serving as an Independent Director of the Board. The Company also agreed to issue Mr. Darsch stock options to purchase 25,000 shares of common stock of the Company from the date of grant until the third anniversary from the date of grant for an exercise price equal to the Fair Market Value (as that term is defined in the Company’s 2011 Stock Option Plan) of the common stock on the date of grant. The Board adopted the 2011 Stock Option Plan (the “Plan”) on April 1, 2011, subject to stockholder approval.

A copy of the letter agreement between the Company and Mr. Darsch has been filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

John A. Moore, Jr .

Pursuant to a letter agreement, dated January 26, 2012, as amended, the Company has agreed to pay Mr. Moore an annual retainer fee of $18,000 in consideration for serving as an Independent Director of the Board and Chairman of the Audit Committee. The Company also agreed to issue stock options to Mr. Moore to purchase 25,000 shares of common stock of the Company from the date of grant until the third anniversary from the date of grant for an exercise price equal to the Fair Market Value (as that term is defined in the Plan) of the common stock on the date of grant.

A copy of the letter agreement between the Company and Mr. Moore has been filed as Exhibit 10.2 to this Form 8-K and is incorporated by reference herein.

Mohammad Shihadah

Pursuant to a letter agreement, dated January 26, 2012, as amended, the Company has agreed to pay Mr. Shihadah an annual retainer fee of $10,000 in consideration for serving as an Independent Director of the Board. The Company also agreed to issue Mr. Shihadah stock options to purchase 25,000 shares of common stock of the Company from the date of grant until the third anniversary from the date of grant for an exercise price equal to the Fair Market Value (as that term is defined in the Plan) of the common stock on the date of grant.

A copy of the letter agreement between the Company and Mr. Shihadah has been filed as Exhibit 10.3 to this Form 8-K and is incorporated by reference herein.

Stephen D. Baksa

Pursuant to a letter agreement, dated February 24, 2012, as amended, the Company has agreed to pay Mr. Baksa an annual retainer fee of $10,000 in consideration for serving as an Independent Director of the Board. The Company also agreed to issue Mr. Baksa stock options to purchase 25,000 shares of common stock of the Company from the date of grant until the third anniversary from the date of grant for an exercise price equal to the Fair Market Value (as that term is defined in the Plan) of the common stock on the date of grant.

A copy of the letter agreement between the Company and Mr. Baksa has been filed as Exhibit 10.4 to this Form 8-K and is incorporated by reference herein.

Woody A. Allen

Pursuant to a letter agreement, dated January 26, 2012, as amended, the Company has agreed to pay Mr. Allen an annual retainer fee of $12,000 in consideration for serving as an Independent Director of the Board and as the Chairman of the Board’s Compensation Committee and Corporate Governance, Regulatory and Nominating Committee. The Company also agreed to issue Mr. Allen stock options to purchase 25,000 shares of common stock of the Company from the date of grant until the third anniversary from the date of grant for an exercise price equal to the Fair Market Value (as that term is defined in the Plan) of the common stock on the date of grant.

A copy of the letter agreement between the Company and Mr. Allen has been filed as Exhibit 10.5 to this Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

In connection with the Board’s appointment of five new independent directors as disclosed in Item 5.02 of this Form 8-K, the Company issued the Press Release furnished as Exhibit 99.1 to this 8-K on March 6, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Exhibit No.:		Description:
10.1*		Offer Letter, dated January 26, 2012, between the Company and David Darsch, as amended
10.2*		Offer Letter, dated January 26, 2012, between the Company and John A. Moore, Jr., as amended
10.3*		Offer Letter, dated January 26, 2012, between the Company and Mohammad Shihadah, as amended
10.4*		Offer Letter, dated February 24, 2012, between the Company and Stephen D. Baksa, as amended
10.5*		Offer Letter, dated January 26, 2012, between the Company and Woody A. Allen, as amended
99.1		Press Release, dated March 6, 2012

*Management Contracts and Compensatory Plans, Contracts or Arrangements.

SIGNATURES

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

	GBS ENTERPRISES INCORPORATED

	By:	/s/ Joerg Ott
		Joerg Ott
		Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

	Dated: March 6, 2012

GBS ENTEPRIRSES INCORPORATED

585 Molly Lane

Woodstock, GA 30189

T: (404) 474-7256

January 23, 2012

David Darsch

Via email: d.darsch@ceo-cf.com

Re:

Board of Directors - Offer Letter

Dear Mr. Darsch:

GBS Enterprises Incorporated, a Nevada corporation (the “ Company ”), is pleased to offer you a director position on its Board of Directors (the “ Board ”).

Should you choose to accept this position as a member of the Board, this letter shall constitute an agreement between you and the Company (the “ Agreement ”) and contains all the terms and conditions relating to the services you are to provide.

1. Term. This Agreement shall be for the ensuing year, commencing on January 30, 2012 (the “ Effective Date ”). Your term as director shall continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting in accordance with the Company’s by-laws, and the terms and provisions of this Agreement shall remain in full force and effect unless you resign from or are not re-elected to or are dismissed from the position or unless otherwise revised on such terms as mutually agreed to by you and the Company.

2. Services. You shall render services as a member of the Board, as well as a member of the Board’s Compensation/Corporate Governance committee, (hereinafter your “ Duties ”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called in accordance with the terms of the Company’s by-laws and/or the committee charters. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) regularly and as reasonably necessary via telephone, electronic mail or other reasonable forms of correspondence.

3. Services for Others. You will be free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, directly competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

4. Compensation. In consideration for your service as a member of the Board, you shall receive cash compensation of $10,000.00 per calendar year of service, payable on a quarterly basis by the fifteenth of each April, July, October and January of each year, and prorated for partial time periods plus additional compensation as described in the attached Board Compensation Plan which might be amended from time to time. Additionally, you shall, for each year of service, be granted an option (the “ Option ”) under the Company’s 2011 Stock Option Plan (the “ Plan ”) to purchase up to 25,000 shares of the Company’s common stock, $0.001 par value (the “ Common Stock ”), at a price per share equal to the Fair Market Value (as defined in the Plan) exercisable for a period of three (3) years from the Option grant date, and for each successive option grant the per share exercise price shall be equal to the Fair Market Value of the Company’s Common Stock on the grant date of the renewal of the service as independent director. The Option shall be granted pursuant to, and the terms and conditions of the Option shall be set forth in, an option agreement entered into between you and the Company as of the grant date. The Company agrees to reimburse all of your travel, hotel, car rental, meals and other reasonable expenses relating to your attendance at meetings of the Board. In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of the Company, provided that you shall seek the Company’s approval prior to the incurrence of any such expenses exceeding $500. All payments to you shall be exclusive of all taxes and, in the event that the Company is required to deduct any amount in respect of any taxes, the Company shall make you whole by paying such amount so that the amount you receive shall not be less than the amount set forth above.

Your compensation as a director in any future periods is subject to the determination of the Board, and may differ in future periods should you continue to serve on the Board but shall be no less than $10,000 (as a retainer) annually.

5. D&O Insurance Policy . You shall be included as an insured under such directors’ and officers’ liability insurance (the “ D&O Insurance ”) that the Company, at its sole discretion, maintains in an amount in coverage and with a carrier as determined in the Board’s discretion; provided, however, that the foregoing shall not be construed as obligating the Company to maintain any directors’ and officers’ liability insurance. The Company represents that it currently has D&O coverage in an amount not less than $5 million to cover you as a named insured, and the Company further agrees that it will inform you in advance of the cancellation or expiration, without replacement, of its current D&O Insurance policy. The Company agrees that D&O Insurance coverage is a substantive condition to your acceptance of your position as a member of the Board, and that, in the event such policy expires or is terminated without being replaced by a policy from a reasonable carrier, you may, without liability to the Company; terminate your relationship with the Company.

6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

7. Confidential Information; Non-Disclosure. In consideration of your access to the premises of the Company and/or you access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement the term “ Confidential Information ” means:

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, source code, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company. In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand or upon termination of this agreement.

d. No Disclosure. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in your reasonable judgment in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in your reasonable judgment in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this agreement.

8. Entire Agreement; Amendment; Waiver. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.

9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

[Remainder of the Page Intentionally Blank]

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	GBS ENTERPRISES INCORPORATED

	By:	/s/ Joerg Ott
		Name: Joerg Ott

		Title: Chairman and Chief Executive Officer

AGREED AND ACCEPTED:

/s/ David Darsch

BOARD COMPENSATION

·	Board Member Retainer	$2,500 per quarter = $10,000
·	Audit Committee Chairman Retainer	$2,000 per quarter = $8,000
·	Compensation Committee Chairman Retainer	$1,000 per year = $1,000
·	Compliance Committee Chairman Retainer	$1,000 per year = $1,000
·	Board Meeting fees	$2,000/meeting (based on four meetings/year)
·	Audit Meeting fees	$2,000/meeting (based on four meetings/year)
·	Compensation/Compliance Meeting Fees	$2,000/meeting (based on one meeting/year)
·	Stock Options	25,000 option grants per year
		(fair market value)
·	Travel	TBD

Board fees are paid only to outside directors. Inside directors/employees receive no fees/options.

	Board Member, no committee activity			Board Member, committee activity			Audit Committee Chair			Compensation/ Compliance Committee Chair
Board Member Retainer	$	10,000		$	10.000		$	10,000		$	10,000
Audit/Compensation/Compliance Committee Chair Retainer							$	8,000		$	2,000
Board Meeting Fees (in person)	$	8,000	*	$	8,000	*	$	8,000	*	$	8,000	*
Board Meeting Fees (telephone)	$	650		$	650		$	650		$	650
Audit/				$	8,000	**	$	8,000	**
Compensation/Compliance				$	2,000	***				$	2,000	***
Committee Meeting Fees
TOTAL ANNUAL FEES	$	18,000		$	28,000		$	34,000		$	22,000
Equity: Stock Options (at fair market value)		7’500			7’500			10,000			10,000

*) 4 meetings annually

**) 4 meetings annually

***) 1 meeting annually

Annual total cost to the Company	Number of Outside Board Members		Total Cost
Board Member Retainer		5	$	50,000
Audit Committee Chair Retainer		1	$	8,000
Compensation/Compliance Chair Retainer		1	$	2,000
Board Meeting Fees		5	$	40,000
Audit Committee Meeting Fees		2	$	16,000
Compensation/Compliance Meeting Fees		2	$	4,000
TOTAL ANNUAL BoD FEES			$	120,000
Equity		5		125,000

GBS ENTERPRISES INCORPORATED

585 Molly Lane

Woodstock, GA 30189

T: (404) 474-7256

January 26, 2012

John Moore

Via email: jam1952@aol.com

Re: Board of Directors - Offer Letter

Dear Mr. Moore:

GBS Enterprises Incorporated, a Nevada corporation (the “ Company ”), is pleased to offer you a director position on its Board of Directors (the “ Board ”).

2. Services. You shall render services as a member of the Board, as well as a member of the Board’s audit committee in the capacities of the audit committee’s chairman and “audit committee financial expert” as that term is defined under Item 407(d)(5)(ii) of Regulation S-K, (hereinafter your “ Duties ”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called in accordance with the terms of the Company’s by-laws and/or the committee charters. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) regularly and as reasonably necessary via telephone, electronic mail or other reasonable forms of correspondence.

4. Compensation. In consideration for your service as a member of the Board, you shall receive cash compensation (retainer fee) of $18,000.00 per calendar year of service, payable on a quarterly basis by the fifteenth of each April, July, October and January of each year, and prorated for partial time periods plus additional compensation as described in the attached Board Compensation Plan which might be amended from time to time.. Additionally, you shall, for each year of service, be granted an option (the “ Option ”) under the Company’s 2011 Stock Option Plan (the “ Plan ”) to purchase up to 25,000 shares of the Company’s common stock, $0.001 par value (the “ Common Stock ”), at a price per share equal to the Fair Market Value (as defined in the Plan) exercisable for a period of three (3) years from the Option grant date, and for each successive option grant the per share exercise price shall be equal to the Fair Market Value of the Company’s Common Stock on the grant date of the renewal of the service as independent director. The Option shall be granted pursuant to, and the terms and conditions of the Option shall be set forth in, an option agreement entered into between you and the Company as of the grant date. The Company agrees to reimburse all of your travel, hotel, car rental, meals and other reasonable expenses relating to your attendance at meetings of the Board. In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of the Company, provided that you shall seek the Company’s approval prior to the incurrence of any such expenses exceeding $500. All payments to you shall be exclusive of all taxes and, in the event that the Company is required to deduct any amount in respect of any taxes, the Company shall make you whole by paying such amount so that the amount you receive shall not be less than the amount set forth above.

6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

a. Definition. For purposes of this Agreement the term “ Confidential Information ” means:

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

[Remainder of the Page Intentionally Blank]

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	GBS ENTERPRISES INCORPORATED

	By:	/s/ Joerg Ott
		Name: Joerg Ott

		Title: Chairman and Chief Executive Officer

AGREED AND ACCEPTED:

/s/ John Moore

BOARD COMPENSATION

·	Board Member Retainer	$2,500 per quarter = $10,000
·	Audit Committee Chairman Retainer	$2,000 per quarter = $8,000
·	Compensation Committee Chairman Retainer	$1,000 per year = $1,000
·	Compliance Committee Chairman Retainer	$1,000 per year = $1,000
·	Board Meeting fees	$2,000/meeting (based on four meetings/year)
·	Audit Meeting fees	$2,000/meeting (based on four meetings/year)
·	Compensation/Compliance Meeting Fees	$2,000/meeting (based on one meeting/year)
·	Stock Options	25,000 option grants per year
		(fair market value)
·	Travel	TBD

Board fees are paid only to outside directors. Inside directors/employees receive no fees/options.

Board Member,
no committee
activity Board Member,
committee
activity Audit Committee
Chair Compensation/
Compliance
Committee Chair

Board Member Retainer $ 10,000 $ 10.000 $ 10,000 $ 10,000

Audit/Compensation/Compliance Committee Chair Retainer $ 8,000 $ 2,000

Board Meeting Fees (in person) $ 8,000 * $ 8,000 * $ 8,000 * $ 8,000 *

Board Meeting Fees (telephone) $ 650 $ 650 $ 650 $ 650

Audit/ $ 8,000 ** $ 8,000 **

Compensation/Compliance $ 2,000 *** $ 2,000 ***

Committee Meeting Fees

TOTAL ANNUAL FEES $ 18,000 $ 28,000 $ 34,000 $ 22,000

Equity: Stock Options
(at fair market value) 7’500 7’500 10,000 10,000

*) 4 meetings annually

**) 4 meetings annually

***) 1 meeting annually

Annual total cost to the Company	Number of Outside Board Members		Total Cost
Board Member Retainer		5	$	50,000
Audit Committee Chair Retainer		1	$	8,000
Compensation/Compliance Chair Retainer		1	$	2,000
Board Meeting Fees		5	$	40,000
Audit Committee Meeting Fees		2	$	16,000
Compensation/Compliance Meeting Fees		2	$	4,000
TOTAL ANNUAL BoD FEES			$	120,000
Equity		5		125,000

GBS ENTEPRIRSES INCORPORATED

585 Molly Lane

Woodstock, GA 30189

T: (404) 474-7256

January 23, 2012

Mohammad Shihadah

Via email:

Re: Board of Directors - Offer Letter

Dear Mr. Shihadah:

GBS Enterprises Incorporated, a Nevada corporation (the “ Company ”), is pleased to offer you a director position on its Board of Directors (the “ Board ”).

6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

a. Definition. For purposes of this Agreement the term “ Confidential Information ” means:

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

[Remainder of the Page Intentionally Blank]

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	GBS ENTERPRISES INCORPORATED

	By:	/s/ Joerg Ott
		Name: Joerg Ott

		Title: Chairman and Chief Executive Officer

AGREED AND ACCEPTED:

/s/ Mohammad Shihadah

BOARD COMPENSATION

·	Board Member Retainer	$2,500 per quarter = $10,000
·	Audit Committee Chairman Retainer	$2,000 per quarter = $8,000
·	Compensation Committee Chairman Retainer	$1,000 per year = $1,000
·	Compliance Committee Chairman Retainer	$1,000 per year = $1,000
·	Board Meeting fees	$2,000/meeting (based on four meetings/year)
·	Audit Meeting fees	$2,000/meeting (based on four meetings/year)
·	Compensation/Compliance Meeting Fees	$2,000/meeting (based on one meeting/year)
·	Stock Options	25,000 option grants per year
		(fair market value)
·	Travel	TBD

Board fees are paid only to outside directors. Inside directors/employees receive no fees/options.

	Board Member, no committee activity			Board Member, committee activity			Audit Committee Chair			Compensation/ Compliance Committee Chair
Board Member Retainer	$	10,000		$	10.000		$	10,000		$	10,000
Audit/Compensation/Compliance Committee Chair Retainer							$	8,000		$	2,000
Board Meeting Fees (in person)	$	8,000	*	$	8,000	*	$	8,000	*	$	8,000	*
Board Meeting Fees (telephone)	$	650		$	650		$	650		$	650
Audit/				$	8,000	**	$	8,000	**
Compensation/Compliance				$	2,000	***				$	2,000	***
Committee Meeting Fees
TOTAL ANNUAL FEES	$	18,000		$	28,000		$	34,000		$	22,000
Equity: Stock Options (at fair market value)		7’500			7’500			10,000			10,000

*) 4 meetings annually **) 4 meetings annually ***) 1 meeting annually

Annual total cost to the Company	Number of Outside Board Members		Total Cost
Board Member Retainer		5	$	50,000
Audit Committee Chair Retainer		1	$	8,000
Compensation/Compliance Chair Retainer		1	$	2,000
Board Meeting Fees		5	$	40,000
Audit Committee Meeting Fees		2	$	16,000
Compensation/Compliance Meeting Fees		2	$	4,000
TOTAL ANNUAL BoD FEES			$	120,000
Equity		5		125,000

GBS ENTEPRIRSES INCORPORATED

585 Molly Lane

Woodstock, GA 30189

T: (404) 474-7256

February 24, 2012

Stephen Baksa

Via email: Stephen.baks@gmail.com

Re: Board of Directors - Offer Letter

Dear Stephen:

GBS Enterprises Incorporated, a Nevada corporation (the “ Company ”), is pleased to offer you a director position on its Board of Directors (the “ Board ”).

1. Term. This Agreement shall be for the ensuing year, commencing on March 1, 2012 (the “ Effective Date ”). Your term as director shall continue until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting in accordance with the Company’s by-laws, and the terms and provisions of this Agreement shall remain in full force and effect unless you resign from or are not re-elected to or are dismissed from the position or unless otherwise revised on such terms as mutually agreed to by you and the Company.

2. Services. You shall render services as a member of the Board (hereinafter your “ Duties ”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called in accordance with the terms of the Company’s by-laws and/or the committee charters. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) regularly and as reasonably necessary via telephone, electronic mail or other reasonable forms of correspondence.

6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

a. Definition. For purposes of this Agreement the term “ Confidential Information ” means:

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

[Remainder of the Page Intentionally Blank]

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	GBS ENTERPRISES INCORPORATED

	By:	/s/ Joerg Ott
		Name: Joerg Ott

		Title: Chairman and Chief Executive Officer

AGREED AND ACCEPTED:

/s/ Stephen D. Baksa

BOARD COMPENSATION

·	Board Member Retainer	$2,500 per quarter = $10,000
·	Audit Committee Chairman Retainer	$2,000 per quarter = $8,000
·	Compensation Committee Chairman Retainer	$1,000 per year = $1,000
·	Compliance Committee Chairman Retainer	$1,000 per year = $1,000
·	Board Meeting fees	$2,000/meeting (based on four meetings/year)
·	Audit Meeting fees	$2,000/meeting (based on four meetings/year)
·	Compensation/Compliance Meeting Fees	$2,000/meeting (based on one meeting/year)
·	Stock Options	25,000 option grants per year
		(fair market value)
·	Travel	TBD

Board fees are paid only to outside directors. Inside directors/employees receive no fees/options.

	Board Member, no committee activity			Board Member, committee activity			Audit Committee Chair			Compensation/ Compliance Committee Chair
Board Member Retainer	$	10,000		$	10.000		$	10,000		$	10,000
Audit/Compensation/Compliance Committee Chair Retainer							$	8,000		$	2,000
Board Meeting Fees (in person)	$	8,000	*	$	8,000	*	$	8,000	*	$	8,000	*
Board Meeting Fees (telephone)	$	650		$	650		$	650		$	650
Audit/				$	8,000	**	$	8,000	**	$
Compensation/Compliance				$	2,000	***				$	2,000	***
Committee Meeting Fees
TOTAL ANNUAL FEES	$	18,000		$	28,000		$	34,000		$	22,000
Equity: Stock Options (at fair market value)		7’500			7’500			10,000			10,000

*) 4 meetings annually **) 4 meetings annually ***) 1 meeting annually

Annual total cost to the Company	Number of Outside Board Members		Total Cost
Board Member Retainer		5	$	50,000
Audit Committee Chair Retainer		1	$	8,000
Compensation/Compliance Chair Retainer		1	$	2,000
Board Meeting Fees		5	$	40,000
Audit Committee Meeting Fees		2	$	16,000
Compensation/Compliance Meeting Fees		2	$	4,000
TOTAL ANNUAL BoD FEES			$	120,000
Equity		5		125,000

GBS ENTERPRISES INCORPORATED

585 Molly Lane

Woodstock, GA 30189

T: (404) 474-7256

January 23, 2012

Woody Allen

Via Email: wallen745@verizon.net

Re: Board of Directors - Offer Letter

Dear Mr. Allen:

GBS Enterprises Incorporated, a Nevada corporation (the “ Company ”), is pleased to offer you a director position on its Board of Directors (the “ Board ”).

2. Services. You shall render services as a member of the Board, as well as a member of the Board’s Compensation/Corporate Governance committee in the capacities of the Compensation/Corporate Governance committee’s chairman and as a member of the Board’s Audit committee, (hereinafter your “ Duties ”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called in accordance with the terms of the Company’s by-laws and/or the committee charters. You may attend and participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) regularly and as reasonably necessary via telephone, electronic mail or other reasonable forms of correspondence.

4. Compensation. In consideration for your service as a member of the Board, you shall receive cash compensation (retainer fee) of $12,000.00 per calendar year of service, payable on a quarterly basis by the fifteenth of each April, July, October and January of each year, and prorated for partial time periods plus additional compensation as described in the attached Board Compensation Plan which might be amended from time to time.. Additionally, you shall, for each year of service, be granted an option (the “ Option ”) under the Company’s 2011 Stock Option Plan (the “ Plan ”) to purchase up to 25,000 shares of the Company’s common stock, $0.001 par value (the “ Common Stock ”), at a price per share equal to the Fair Market Value (as defined in the Plan) exercisable for a period of three (3) years from the Option grant date, and for each successive option grant the per share exercise price shall be equal to the Fair Market Value of the Company’s Common Stock on the grant date of the renewal of the service as independent director. The Option shall be granted pursuant to, and the terms and conditions of the Option shall be set forth in, an option agreement entered into between you and the Company as of the grant date. The Company agrees to reimburse all of your travel, hotel, car rental, meals and other reasonable expenses relating to your attendance at meetings of the Board. In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance of your duties as a director of the Company, provided that you shall seek the Company’s approval prior to the incurrence of any such expenses exceeding $500. All payments to you shall be exclusive of all taxes and, in the event that the Company is required to deduct any amount in respect of any taxes, the Company shall make you whole by paying such amount so that the amount you receive shall not be less than the amount set forth above.

6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

a. Definition. For purposes of this Agreement the term “ Confidential Information ” means:

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

[Remainder of the Page Intentionally Blank]

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	GBS ENTERPRISES INCORPORATED

	By:	/s/ Joerg Ott
		Name: Joerg Ott

		Title: Chairman and Chief Executive Officer

AGREED AND ACCEPTED:

/s/ Wood Allen

BOARD COMPENSATION

·	Board Member Retainer	$2,500 per quarter = $10,000
·	Audit Committee Chairman Retainer	$2,000 per quarter = $8,000
·	Compensation Committee Chairman Retainer	$1,000 per year = $1,000
·	Compliance Committee Chairman Retainer	$1,000 per year = $1,000
·	Board Meeting fees	$2,000/meeting (based on four meetings/year)
·	Audit Meeting fees	$2,000/meeting (based on four meetings/year)
·	Compensation/Compliance Meeting Fees	$2,000/meeting (based on one meeting/year)
·	Stock Options	25,000 option grants per year
		(fair market value)
·	Travel	TBD

Board fees are paid only to outside directors. Inside directors/employees receive no fees/options.

	Board Member, no committee activity			Board Member, committee activity			Audit Committee Chair			Compensation/ Compliance Committee Chair
Board Member Retainer	$	10,000		$	10.000		$	10,000		$	10,000
Audit/Compensation/Compliance Committee Chair Retainer							$	8,000		$	2,000
Board Meeting Fees (in person)	$	8,000	*	$	8,000	*	$	8,000	*	$	8,000	*
Board Meeting Fees (telephone)	$	650		$	650		$	650		$	650
Audit/				$	8,000	**	$	8,000	**
Compensation/Compliance				$	2,000	***				$	2,000	***
Committee Meeting Fees
TOTAL ANNUAL FEES	$	18,000		$	28,000		$	34,000		$	22,000
Equity: Stock Options (at fair market value)		7’500			7’500			10,000			10,000

*) 4 meetings annually **) 4 meetings annually ***) 1 meeting annually

Annual total cost to the Company	Number of Outside Board Members		Total Cost
Board Member Retainer		5	$	50,000
Audit Committee Chair Retainer		1	$	8,000
Compensation/Compliance Chair Retainer		1	$	2,000
Board Meeting Fees		5	$	40,000
Audit Committee Meeting Fees		2	$	16,000
Compensation/Compliance Meeting Fees		2	$	4,000
TOTAL ANNUAL BoD FEES			$	120,000
Equity		5		125,000

GBS Enterprises Appoints Five Independent Directors

Establishes Audit, Compensation and Governance Committees

WOODSTOCK, Ga., March 6, 2012 (GLOBE NEWSWIRE) — GBS Enterprises Incorporated (OTCBB:GBSX), a global software and services company specializing in Business Application Modernization, Cloud Automation solutions, as well as offering a comprehensive portfolio of business applications, today announced the appointment of five new independent Board members, increasing the size of the Board from two to seven and the creation of a standing Audit Committee, Compensation Committee and Governance Committee.

The five new directors, Woody A. Allen, Stephen D. Baksa, David Darsch, John A. Moore, Jr., and Mohammed Shihadah, will provide the Company with the benefit of their collective expertise garnered through their successful careers spanning corporate and financial management, private equity and technology development. The Board will play an important role in guiding the Company's growth and business expansion both here in the United States and globally. In addition to joining the Board, on March 1, 2012, Mr. Moore was appointed as Chairman of the newly formed Audit Committee and designated as the Audit Committee's financial expert. Woody Allen and Gary MacDonald, the Company's Executive Vice President and Chief Corporate Development Officer who was named to the Board of Directors on December 2, 2011, were also appointed to the Audit Committee.

The Board also established a standing Compensation Committee and a Corporate Governance, Regulatory and Nominating Committee comprised solely of the new independent directors. Mr. Joerg Ott, CEO and Chairman of GBS Enterprises, commented, "We believe that these new Board and committee appointments should bring increased value to our shareholders. We are grateful that these distinguished people have joined our Board. They bring extensive executive and operational experience in both entrepreneurial and enterprise sized organizations as well as strong track records serving in other successful public and private companies which will be an invaluable resource in the successful execution of our long-term growth objectives."

New Board of Director Members:

Woody A. Allen is a business strategist, coach and mentor to companies in the United States and Europe. He has more than 35 years' experience as a C-level executive, including roles as President, Executive Vice President, Chief Financial Officer and Chairman of the Board for publicly traded companies. He has extensive boardroom experience, having served on the Boards of Directors of numerous companies in a wide variety of businesses. In 1992, Mr. Allen founded Allen Management Services and since 2001, he has been serving as the Chief Financial Officer for BIA-Financial Network. From February 2000 to October 2003, Mr. Allen served as the Chairman of the Board of Directors of Precision Auto Care, Inc. Since 1998 and through the present, Mr. Allen has been serving as a member of the Board of Directors of Precision Auto Care and as the Chairman of its audit committee. Since 2005, Mr. Allen has been serving as a Board member for CEO-CF, a privately held European-based company specializing in facilitating collaboration amongst entrepreneurial CEOs.

Stephen Baksa whose career includes corporate, finance and management experience, currently serving as a director of Single Touch Systems, Inc. Mr. Baksa was a General Partner at the Vertical Group from 1989 through 2010, a private equity and venture capital firm focused on the fields of medical technology and biotechnology. For more than 30 years, The Vertical Group has been an early stage investor and major shareholder of some of the medical technology industry's most successful companies. Before Mr. Baksa joined The Vertical Group, he was co-founder of Paddington Partners, a firm engaged in special situation investing focused on public health care equities.

David Darsch has more than 30 years of experience as an entrepreneur and managing executive of technology companies. Mr. Darsch has been involved in more than ten transactions involving the purchase, sale, merger, or infusion of capital into companies. In 2005, Mr. Darsch founded the pan-European CEO Collaborative Forum (CEO-CF) and has been serving as its CEO since its founding. CEO-CF is an exclusive consortium of high-performing CEO peer groups from high growth companies across the European Union. In 1979, Mr. Darsch founded and served as CEO of Data Management Design, Inc. a privately held software development company located in Washington, DC, until a systems integrator acquired the company in 1996. During his tenure, the company was recognized as one of the Inc. 500 fastest growing US companies.

John A. Moore, Jr. has more than 30 years' experience in private and public company management for information technology firms. Mr. Moore has extensive experience in strategic planning, corporate compliance, proposal preparation and pricing and SEC reporting. He has a deep knowledge of federal government contracting and financial management. From April 1997 to June 2003, Mr. Moore served as the Executive Vice President and Chief Financial Officer of ManTech International Corporation and was directly involved in taking ManTech public in 2002 as well as facilitating a secondary offering. Since April 27, 2006, Mr. Moore has been serving as a member of the Board of Directors of Horne International, Inc. and Chairman of its Board's audit and compensation committees. From April 2005 to September 2011, Mr. Moore served as a member of the Board of Directors of Paradigm Holdings, Inc. and from 2006 to 2011, Mr. Moore served as the Chairman of the Board of Directors of MOJO Financial Services, Inc., a privately held financial services company. From 2003 to 2009 Mr. Moore served as a member of the Board of Visitors for the University of Maryland's Smith School of Business.

Mohammed Shihadah has extensive experience in technology company incubation, establishing the vision, planning, and managing the execution of the business plans, meeting the growth goals and objectives, creating value for shareholders and employees, and achieving a successful exit. Mr. Shihadah has 30 years of experience in the field of software design and development, project/program management, and technical consulting. In 1990, Mr. Shihadah founded Applications Technology, Inc. (AppTek). Since February 2002, Mr. Shihadah has been serving as a member of the Board of Directors of Ignite Media Solutions and serves as a member of the Board of Directors of Net2Voice, Inc. Mr. Shihadah is also an observer on the Board of Directors of Pixelligent, a privately held entity engaged in nanotechnology. Mr. Shihadah is currently the Managing Director of Bridge Holdings, an investment fund directed for technology startup companies.

About GBS Enterprises Incorporated

GBS Enterprises Incorporated (OTCBB:GBSX) is the 50.1% parent company of GROUP Business Software AG ("GBS"), a global software and services company specializing in application modernization and cloud automation. GBS serves to: automate business processes; optimize system & application performance; ensure messaging security & compliance; modernize server-based applications to Web 2.0; and simplify application development & delivery. Strong customer allegiance paired with a diversified portfolio of powerful business solutions place GBS at the forefront of the market in terms of both revenue growth and profitability. GBS has won many awards for its innovations, as well as resources spanning five time zones. GBS has over 4,000 customers worldwide with over 4 million users of its products and services. Its North American headquarters is in New York City and its European headquarters is in Frankfurt, Germany. There are over 15 offices throughout North American and Europe. The Company's maintains a website at www.gbsx.us. GROUP maintains a website at www.gbs.com. The information contained in the Company's and GROUP's websites is not incorporated by reference herein.

Caution Concerning Forward-Looking Statements

This release contains statements that may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These statements regard the intent, belief, and expectations of the Company. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, they involve risks and uncertainties, and their results may differ materially.

CONTACT: Investor Relations Contact:

Alliance Advisors, LLC

Alan Sheinwald, Founder and President

(914) 669-0222

asheinwald@allianceadvisors.net

Gary MacDonald, EVP and

Chief Corporate Development Officer,

gmacdonald@gbsx.us

Contact:

Michael Baum, Corporate Communications,

michael.baum@us.gbs.com