Exhibit 10.1


 


CONSULTANT SERVICES
AGREEMENT


 


                      THIS
CONSULTANT SERVICES AGREEMENT is made and dated for reference effective as of the 24th day of February, 2012.


BETWEEN:


GBS ENTERPRISES, INC., a company
incorporated under the laws of the State of Nevada, U.S.A. and any affiliate or subsidiary, if any, and having his headquarters
and an executive office and an address for notice and delivery located at 585 Molly Lane, Woodstock, GA 30189, U.S.A.,


(the "Company");


OF THE FIRST PART


AND:


Green Minds Venture GmbH, a company
incorporated under the laws of Germany, and having an executive office and an address for notice and delivery located at Unterer
Hardthof 13b, 35398 Gießen, Germany


(the "Vendor");


OF THE SECOND PART


and


the Company and the Vendor being hereinafter
singularly also referred to as a "Party" and collectively referred to as the "Parties" as the
context so requires.


 WHEREAS:


  


A. The Company desires
to receive services from Vendor under the terms, conditions and benefits as hereinafter described.


B. Vendor desires to
render services to the Company, subject to the terms and conditions set forth below.


NOW, THEREFORE, in consideration
of the mutual covenants and obligations contained in this Agreement, and intending to be legally bound, the parties hereto agree
as follows:


 


ARTICLE I

CONSULTING AND RESPONSIBILITIES


1.1 Executive Services:
The vendor provides Executive Services (the “Executive Services”) as further described subject to the direction for
the Company’s Chief Executive Officer and board of directors (the “Board”).


1.2   Assignment
of Duties. Executive Services shall be such duties as may be assigned to Vendor from time to time by the Board and the Chief
Executive Officer, consistent with the responsibilities of the position of a Chief Financial Officer. All such Executive Services
shall be performed outside the United States of America.



     

     

    

1.3   Vendor’s
Devotion of Time. Vendor shall devote such portion of Vendors’s time, abilities and energy to the faithful performance
of the duties assigned to vendor under this Agreement and the promotion of the business affairs of the Company as may be necessary
to fulfill his obligations hereunder. Executive Services may also be rendered by one or more subsidiaries of the Company and shall
devote Vendor's full abilities and energy to the faithful performance of duties to the Company and his subsidiaries. Vendor shall
not divert any business opportunities from the Company to any other person or business entity.


1.4   Conflicting
Activities. Vendor shall not, during the term of this Agreement, be engaged in any other conflicting business activity without
the prior written consent of the Board; provided, however, that this restriction shall not be construed as preventing Vendor from
investing Vendor's personal assets and time in publicly listed companies that are not in competition with the Company or his affiliates,
provided that Vendor shall not own more than five percent (5%) of the outstanding securities of any such publicly listed companies.


 


ARTICLE II

COMPENSATION


During the Term (as defined
below), the Company shall pay Vendor the following remuneration:


2.1   Base
Payment. In consideration of the services to be rendered by Vendor to the Company, the Company will pay to Vendor a monthly
amount of US$ 11,450.00 plus any taxes such as VAT (the “Base Payment”), which shall be adjusted from time to
time as determined by the Company or the Board based upon the Company's performance as well as Vendor meeting certain performance
objectives. Any Base Payment earned shall be paid to the bank account provided by Vendor on the last business day of each month.


2.2   Bonus.
During the Term, Vendor will be eligible to earn bonuses as determined by the Board based upon Vendor’s and the Company’s
performance as follows:


(i) A cash payment of
US$20,000.00 plus any taxes such as VAT, if the Company’s stock [Symbol: GBSX] is trading above $5.00 for a consecutive period
of 3-month prior to the end of the Company’s fiscal year 2012/2013; a cash payment of US$30,000.00 plus any taxes such as
VAT, if the Company’s stock is trading above $7.50 for a consecutive period of 3-month prior to the end of the Company’s
fiscal year 2013/2014;


(ii) A cash payment of
US$25,000.00 plus any taxes such as VAT, if the Company is trading at AMEX for a consecutive period of 3-month, and a cash payment
of US$50,000.00 plus any taxes such as VAT, if the Company’s stock is trading at NYSE or NASDAQ for a consecutive period
of 3-month;


(iii) An annual cash
payment equal to 7% of the Company’s fiscal year Operating income (before taxes and bonuses) up to a maximum amount of US$250,000.00
plus any taxes such as VAT per each fiscal year.


Any bonus earned shall be paid within ninety
(90) days following the then current Company's fiscal year end.


2.3   Compensatory
Equity. Vendor will be awarded options (the “Options) to acquire shares of common stock of the Company (the “Shares”)
in the amount of 200,000 Shares subject to the terms and conditions of the Company’s 2011 ESOP.


2.4   Benefits.
During the Term, Vendor will not be eligible to participate in the Company's employee benefit plans, except coverage for all Executive
Services or consultancy delivered by Vendor in the Company’s D & O liabilities insurance.


2.5   Expenses.
The Company shall pay or reimburse Vendor for all reasonable business expenses including, without limitation, cell phones, personal
digital assistants (PDA) devices, business travel expenses, reasonably incurred or paid by Vendor in the performance of his responsibilities
hereunder in accordance with the Company's prevailing policy and practice relating to reimbursements as modified from time to time.
Vendor must provide substantiation and documentation of these expenses to the Company in accordance with Company policy in order
to receive reimbursement.


 


ARTICLE III

TERM 


3.1   The
Company shall receive services from Vendor on the terms and conditions set forth herein during the period commencing on the date
of this Agreement and ending on March 31, 2014 unless terminated earlier in accordance with ARTICLE IV (the "Term").
Thereafter the Term will continue on a six-month to six-month basis until either party provides the other party written notice
at least thirty (30) days prior to expiration of the applicable Term. Expiration of the Term shall not be considered Good Reason
or a termination of Vendor's Executive Services to the Company without Cause. Unless the Company requests otherwise in writing,
upon termination of Vendor's Executive Services for any reason, Vendor shall be deemed to have immediately resigned all of his
staff from all positions with the Company if so (and his affiliates) as of Vendor's last day of delivering Executive Services
(the "Termination Date"). 



     

     

    

ARTICLE IV

TERMINATION


4.1   Accrued
Payments. Vendor's Executive Services under this Agreement may be terminated prior to the end of the Term as follows in this
ARTICLE IV. Except as otherwise provided herein, upon termination of Vendor's Executive Services for any reason, on the Termination
Date Vendor shall receive the "Accrued Payments" which shall consist of: (i) earned but unpaid Base Payments;
(ii) unused vacation days, if any, to the extent accrued through the Termination Date; and (iii) payment of any outstanding reimbursable
business expenses.


4.2   At
Vendor's Option. Vendor may terminate his Executive Services upon a six-month’s prior written notice or by payment to
the Company of an amount equal to the Base Salary in lieu of such notice under this Agreement at any time for any reason. In the
event of a termination of his Executive Services under this Agreement by Vendor, he shall be entitled to the Accrued Payments.


4.3   Termination
for Cause. The Company may terminate Vendor's Executive Services under this Agreement for Cause at any time upon prior written
notice to Vendor. Termination by the Company shall constitute a termination for "Cause" if such termination is
for one or more of the following reasons:


4.3.1   The
failure or refusal of Vendor to fulfill his obligations under this Agreement (other than by reason of his Disability (as defined
below)) or the material breach by Vendor of any of the terms of this Agreement which is not cured within 15 days written notice
to Vendor identifying the nature of the failure;


4.3.2   Gross
negligence, a material breach by Vendor of his fiduciary duties or the commission by Vendor of an act of fraud or embezzlement
or his misappropriation of any money or other assets or property (whether tangible or intangible) of the Company or his subsidiaries;


4.3.3 Vendor's engagement
in conduct resulting in a material injury to the business, financial condition or operations of the Company or his subsidiaries
and which is not authorized by the Board;


4.3.4 Declaration by
competent authorities of Vendor’s bankruptcy or loss of professional qualification; or


4.3.5 The conviction
of, or plea of guilty or nolo contendere by, Vendor of a felony or any crime or civil violation involving moral turpitude.


In the event of a termination
of Vendor's Executive Services for Cause, Vendor shall be entitled only to the Accrued Payments.


4.4   At
the Election of the Company without Cause. The Company may terminate Vendor's Executive Services upon a month’s prior
written notice under this Agreement without Cause, in which event, then in addition to the Accrued Payments, Vendor will be eligible
to receive a Compensation Package (as defined below) subject to Section 4.7. The compensation benefits payable to Vendor (the "Compensation
Package")


(i) in the event termination
without cause is effective on or before March 31, 2013, will consist of the balance of the initial term or eighteen (18) months,
whichever is greater;


(ii) in the event termination
without cause is effective between April 1, 2013 and on or before March 31, 2014, will consist of the balance of the initial term
or twelve (12) months, whichever is greater;


(iii) in any other event,
will consist of six (6) months


of Vendor’s Base
Payment then in effect on the Termination Date, with such cash compensation payments payable to Vendor in substantially equal monthly
installments commencing as of the last day of the month of the Termination Date (provided however that the first installment will
not be paid until the Section 4.6 Release has become effective and further provided that such first installment will be a larger
amount to account for the passage of time following the Termination Date in case such first payment occurs more than one month
after its scheduled date of payment).



     

     

    

4.5   Termination
due to Disability. In the event that Vendor is unable to fulfill his obligations due to illness of his staff, injury of his
staff or other disabilities (“Disabilities”), the Company may, after a grace period of 90 days, if and as permissible
under applicable laws, stop paying all or portion of his Base Salary and, if Vendor is unable to fulfill his obligations for more
than ninety (90) days during any twelvemonth period due to Disabilities, the Company may terminate his Executive Services on a
month’s prior written notice.


4.6   Resignation
for Good Reason. If Vendor terminates his Executive Services for Good Reason, then in addition to the Accrued Payments, Vendor
shall be eligible to receive the Compensation Package subject to Section 4.7. Payments of the Compensation Package shall be made
at the same times specified in Section 4.4. "Good Reason" shall mean (i) a material diminution in Vendor’s
authority, duties or responsibilities; (ii) any reduction in the Base Payment exceeding more than 20% of the overall yearly Base
Payment and is not across the management board due to performance of the Company; (iii) declaration by competent authorities of
the Company’s bankruptcy; (iv) the Company’s material violation of the law; or (v) the Company's material breach of
this Agreement. For purposes of this Agreement, Vendor may resign his Executive Services from the Company for "Good Reason"
within sixty (60) days after the date that any one of the Good Reason events listed above has first occurred without Vendor's written
consent. Vendor's resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event
within 30 days after his receipt of Vendor's written notice (such notice shall describe in detail the basis and underlying facts
supporting Vendor's belief that a Good Reason event has occurred). Such written notice must be provided by Vendor to the Company
within 30 days of the initial existence of the alleged Good Reason event. Failure to timely provide such written notice to the
Company means that Vendor will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure
or remedy the Good Reason event, then Vendor may either resign his Executive Services without Good Reason or Vendor may continue
to remain employed subject to the terms of this Agreement.


4.7   Release
of Claims and Covenant Not to Sue. The Compensation Package will be paid if and only if Vendor timely satisfies all of the
following conditions: (i) Vendor complies with all surviving provisions of this Agreement; (ii) Vendor executes (and does not revoke)
a release of claims and covenant to use (the "Release") substantially in the form provided in the attached Exhibit
A (and as may be reasonably modified by the Company) and remains in full compliance with such Release and (iii) such Release
must become effective within 60 days after the Termination Date.


4.8   Covenants.
As a condition of this Agreement and to Vendor's receipt of any post-Executive Services benefits, Vendor agrees that Vendor will
fully and timely comply with all of the covenants set forth in this Section (which shall survive the Termination Date).


4.8.1   Upon
the Termination Date, Vendor shall execute the Company's Proprietary Information Agreement Termination Certification (or his successor
agreement);


4.8.2   Upon
the Termination Date, Vendor shall return to the Company all Company property including, but not limited to, company automobiles,
computers, cell phones, pagers, keys, laboratory notebooks, business cards, intellectual property, etc. and Vendor shall not retain
any copies, facsimiles or summaries of any Company proprietary information;


4.8.3   Vendor
will fully pay off any outstanding advances, loans or debts owed to the Company no later than their applicable due date or the
Termination Date (if no other due date has been previously established);


4.8.4   Vendor
will submit any outstanding business expense reports to the Company prior to the Termination Date;


4.8.5   Vendor
will not at any time during and subsequent to Vendor's period of Executive Services with the Company make any disparaging statements
(oral or written) about the Company, or any of his affiliated entities, officers, directors, employees, stockholders, representatives
or agents, or any of the Company's products or work-in-progress, in any manner that might be harmful to their businesses, business
reputations or personal reputations;


4.8.6   As
of the Termination Date, Vendor will no longer represent that Vendor represents the Company and Vendor will immediately discontinue
using Company’s mailing address, telephone, facsimile machines, voice mail and e-mail;


4.8.7   Vendor
acknowledges that (i) upon a violation of any of the covenants contained in this Section 4.8 of this Agreement or (ii) if the Company
is terminating Vendor's Executive Services for Cause, the Company would as a result sustain irreparable harm, and, therefore, Vendor
agrees that in addition to any other remedies which the Company may have, the Company shall be entitled to obtain equitable relief
including specific performance and injunctions restraining Vendor from committing or continuing any such violation; and



     

     

    

4.8.8   Vendor
shall, upon the Company's request and without any payment therefore, reasonably cooperate with the Company (and be available as
necessary) after the Termination Date in connection with any legal matters involving events that occurred during Vendor's period
of Executive Services with the Company.


 


ARTICLE V

TAXES 


5.1   Vendor
Tax Obligations. Anything to the contrary notwithstanding, all payments made under this Agreement to Vendor or Vendor's estate
or beneficiaries will not be subject to tax withholding pursuant to any applicable laws or regulations. Vendor will be solely liable
and responsible for the payment of Vendor's taxes, if any, payable to the authorities in any applicable state or country Vendor
is performing services as described herein.


5.2   Section
409A. This Agreement is intended to comply with the requirements of section 409A of the Internal Revenue Code (the "Code"),
to the extent applicable. In the event this Agreement or any benefit paid to Vendor hereunder is deemed to be subject to Code Section
409A, Vendor consents to the Company adopting such conforming amendments as the Company deems necessary, in his reasonable discretion,
to comply with Code Section 409A. In addition the company’s conforming amendments are not allowed to lead to additional tax
payments other than already made to the local tax authorities in Germany or any other country from where Vendor is conducting his
business. In addition, if Vendor’s Executive Services are specified employee (within the meaning of Code Section 409A) at
the time of Vendor's separation from service, then to the extent necessary to comply with Code Section 409A and avoid the imposition
of taxes under Code Section 409A, the payment of certain benefits owed to Vendor under this Agreement will be delayed and instead
paid (without interest) to Vendor upon the earlier of the first business day of the seventh month following Vendor's separation
from service or ten business days after Vendor's death.


5.3   Code
Section 280G. In the event that it is determined that any payment or distribution of any type to or for Vendor's benefit made
by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial
portion of the Company's assets (within the meaning of Section 280G of the Code) or by any affiliate of such person, whether paid
or payable or distributed or distributable pursuant to the terms of the Executive Services agreement or otherwise, would be subject
to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise
tax, together with any such interest or penalties, are collectively referred to as the "Excise Tax"), then such
payments or distributions or benefits shall be payable either: (i) in full; or (ii) as to such lesser amount which would result
in no portion of such payments or distributions or benefits being subject to the Excise Tax.


Vendor shall receive
the greater, on an after-tax basis, of (i) or (ii) above, provided however that to the extent applicable, Vendor may elect to subject
the payments that are in excess of the permissible maximum payment amount specified under Code section 280G(b)(2)(A)(ii) to a stockholder
vote as provided for under Code section 280G(b)(5).


Unless Vendor and the
Company agree otherwise in writing, any determination required under this Section 5.3 shall be made in writing by an independent
accountant selected by the Company (the "Accountant") whose determination shall be conclusive and binding. Vendor
and the Company shall furnish the Accountant such documentation and documents as the Accountant may reasonably request in order
to make a determination. The Company shall bear all costs that the Accountant may reasonably incur in connection with performing
any calculations contemplated by this Section.


 


ARTICLE VI

PROPRIETARY INFORMATION AND INVENTIONS.


6.1   Concurrently
with the execution of this Agreement, and in consideration of the payments and benefits provided to Vendor under this Agreement,
Vendor assure that his staff involved in delivering Executive Services has entered into the Company's Proprietary Information
and Inventions Agreement in the form attached hereto as Exhibit B. 



     

     

    

ARTICLE VII

DUTY OF LOYALTY


7.1   Non-Competition.
During the term of this Agreement, and within six (6) months after the Termination Date, Vendor will not engage in any Executive
Services, business, or activity that is in any way competitive with the business or proposed business of the Company, or assist
any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed
business of the Company.


7.2   Non-Solicitation.
During the term of this Agreement, Vendor will not encourage any customer, employee or consultant of the Company to discontinue,
substantially reduce or materially alter their business relationship with the Company in a manner that is detrimental to the Company.


7.3   Injunctive
Relief. Vendor expressly agrees that the covenants set forth in Sections 7.1 and 7.2 are reasonable and necessary to protect
the Company and itslegitimate business interests, and to prevent the unauthorized dissemination of Confidential Information to
competitors of the Company. Vendor also agrees that the Company will be irreparably harmed and that damages alone cannot adequately
compensate the Company if there is a violation of Sections 7.1 or 7.2 by Vendor, and that injunctive relief against Vendor is essential
for the protection of the Company. Therefore, in the event of any such breach, it is agreed that, in addition to any other remedies
available, the Company shall be entitled as a matter of right to injunctive relief in any court of competent jurisdiction, plus
attorneys' fees actually incurred for the securing of such relief.


 


ARTICLE VIII

MISCELLANEOUS


8.1   Governing
Law and Choice of Forum. This Agreement shall be interpreted and governed by the laws of the State of Nevada and, as applicable,
the laws of the United States, without giving effect to the principles of choice of law or conflicts of laws of Nevada.


8.2   Authority.
Each party warrants that it has proper authority to enter into this Agreement. Execute represents and warrants to the Company that
the execution or performance of this Agreement does not and will not constitute a breach of any other agreement to which it is
a party or bound.


8.3   Interpretation.
The captions in this Agreement are for convenience and reference only and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. Both the Company
and Vendor have had the opportunity to consult with an attorney of his choice before executing this Agreement. Accordingly this
Agreement shall be construed in accordance with its fair meaning and not strictly for or against either party.


8.4   Waiver.
The waiver by either of the parties, express or implied, of any right under this Agreement or any failure to perform under this
Agreement by the other party, shall not constitute or be deemed a waiver of any other right under this Agreement or of any other
failure to perform under this Agreement by the other party, whether of a similar or dissimilar nature.


8.5   Severability.
Should any part or provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, the validity
of the remaining parts or provisions shall not be affected by such holding.


8.6   Entire
Agreement. This Agreement and the Exhibits attached hereto set forth the entire agreement and understanding of the parties
relating to the subject matter contained in this Agreement and merges all prior and contemporaneous discussions and agreements
between them. Any modification of any of the provisions of this Agreement shall not be valid unless in writing and signed by authorized
representatives of the party against whom such modification is sought to be enforced. All notices pursuant to this Agreement must
be in writing (which may be by facsimile or electronic transmission) to be effective and shall be deemed to have been given on
the day actually delivered or received (upon confirmation thereof). All notices to Vendor shall be addressed to the address set
forth below his and all the notices to the Company shall be sent to the Company's headquarters.


8.7   Assignment.
The Company shall have the right to assign its duties, obligations and/or rights under this Agreement to any entity or person it
chooses, at any time and without the consent of Vendor. In the case of assignment, the assignee shall be deemed to be the Company
for all purposes under this Agreement. Vendor shall have the right to assign his duties or responsibilities under this Agreement
to any entity or person it chooses, at any time and without the consent of Company. With the above qualifications, this Agreement
shall inure to the benefit of, and be binding upon, the parties to this Agreement, and their respective executors, administrators,
successors and assigns.



     

     

    

8.8   Attorneys'
Fees. In the event of any disputes arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees and other fees and costs related thereto.


8.9   Counterparts.
This Agreement may be executed in multiple counterparts and transmitted by facsimile or by electronic mail in portable document
format or by any other electronic means intended to preserve the original graphic and pictorial appearance of a party's a signature.
Each such counterpart and facsimile or PDF signature shall constitute an original and all of which together shall constitute one
and the same original.


 


	GBS Enterprises Incorporated	Green Minds Venture GmbH
	 	 
	By: /s/ Joerg Ott	By: /s/ Markus Ernst
	Name: Joerg Ott	Name: Markus Ernst
	 	Title: Chief Vendor Officer


 



     

     

    

 


EXHIBIT A


RELEASE OF CLAIMS AND
COVENANT NOT TO SUE


This Release of Claims
and Covenant Not To Sue (the "Release") is entered into by ______________ ("Vendor"). This Release
is effective only if (i) it has been executed by Vendor after his termination of Executive Services with GBS Enterprises Incorporated
(the "Company"), (ii) such executed Release has been provided to the Company on or before [DATE] and (iii) the
revocation period has expired without revocation as set forth in Section 5(c) below (the "Effective Date"). The
Company and Vendor are collectively referred to herein as the Parties.


WHEREAS, Vendor was a
management consulting company delivering Executive Services;


WHEREAS, pursuant to
Vendor Executive Services Agreement executed by the Parties on [_________], 2011 (the "Compensation Agreement"),
Vendor is eligible for specified compensation benefits upon the occurrence of certain events with such benefits conditioned upon,
among other things, Vendor's execution and non-revocation of this Release;


WHEREAS, Vendor's Executive
Services were terminated [by the Company without Cause] [by Vendor for Good Reason] (as defined in the Compensation Agreement)
on [DATE] (the “Separation Date"); and


WHEREAS, pursuant to
the terms of the Compensation Agreement, the Company has determined to treat the termination of Vendor’s Executive Services
as eligible for payment of certain separation benefits provided in the Compensation Agreement.


NOW, THEREFORE, in consideration
of the covenants contained herein, and intending to be legally bound, Vendor agrees as follows:


1.   Termination
of Executive Services. Vendor acknowledges and agrees that Vendor’s Executive Services with the Company terminated as
of the close of business on the Separation Date. As of the Separation Date, Vendor agrees that he no longer holds any positions
or offices with the Company and no longer provides any Executive Services. to the Company.


2.   Separation
Benefits. In consideration for the release of claims set forth below and other obligations under this Release and the Compensation
Agreement and in satisfaction of all of the Company's obligations to Vendor and further provided that (i) this Release is signed
by Vendor and not revoked by Vendor under Section 5(c) herein and (ii) Vendor remains in continuing compliance with all of the
terms of this Release and the Compensation Agreement, Vendor is eligible to receive the Compensation Package benefits specified
in Section 5.3 of the Compensation Agreement.


3.   Integration.
This Release and the Compensation Agreement (and any agreements referenced therein) represents the entire agreement and understanding
between the Parties as to the subject matter hereof and supersedes all prior agreements whether written or oral.


4.   Right
to Advice of Counsel. Vendor acknowledges that Vendor has had the opportunity to fully review this Release and, if Vendor so
chooses, to consult with counsel, and is fully aware of Vendor’s rights and obligations under this Release.


5.   Vendor's
Release of Claims. Vendor hereby expressly covenants not to sue and releases and waives any and all claims, liabilities, demands,
damages, penalties, debts, accounts, obligations, actions, grievances, and causes of action ("Claims"), whether
now known or unknown, suspected or unsuspected, whether in law, in equity or in arbitration, of any kind or nature whatsoever,
which Vendor has or claims to have, now or hereafter, against the Company and his divisions, facilities, subsidiaries and affiliated
entities, successors and assigns, or any of his or their respective past or present officers, directors, trustees, shareholders,
agents, employees, attorneys, insurers, representatives (collectively, the "Releasees"), including, but not limited
to, any Claims arising out of or relating in any way to Vendor’s Executive Services at the Company and the termination thereof.
Without limiting the foregoing, Vendor hereby acknowledges and agrees that the Claims released by this Release include, but are
not limited to, any and all claims which arise or could arise under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Executive Services Act of 1967, the Federal Worker Adjustment and Retraining Notification Act (or any similar state, local or
foreign law), Nevada statutory or common law, and federal statutory law, or any Claim for Compensation pay, bonus, sick leave,
disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit. Nothing herein
shall release any rights to indemnification Vendor may have in connection with Vendor's actions taken in the course of his duties
with the Company. This release shall not apply to any claims that may not be waived as a matter of applicable law.



     

     

    

(b) Vendor warrants and
represents that there is not now pending any action, complaint, petition, Vendor charge, grievance, or any other form of administrative,
legal or arbitral proceeding by Vendor against the Company and further warrants and represents that no such proceeding of any kind
shall be instituted by or on Vendor’s behalf based upon any and all Claims released herein.


(c) Vendor expressly
acknowledges, understands and agrees that this Release includes a waiver and release of all claims which Vendor has or may have
under the Age Discrimination in Executive Services Act of 1967, as amended, 29 U.S.C. §621, et seq. ("ADEA"). The
following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Release:


(i) Vendor is advised
to consult an attorney before signing this Release;


(ii) Vendor is granted
twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release;


(iii) Vendor will have
the right to revoke the waiver and release of claims under the ADEA within seven (7) days of signing this Release, and this Release
shall not become effective and enforceable until that revocation period has expired without such revocation;


(iv) Vendor hereby acknowledges
and agrees that he is knowingly and voluntarily waiving and releasing Vendor’s rights and claims in exchange for consideration
(something of value) in addition to anything of value to which he is already entitled; and


(v) Nothing in this Release
prevents or precludes Vendor from challenging or seeking a determination in good faith of the validity of this waiver under the
ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.


7.   Severability.
Vendor understands that whenever possible, each provision of this Release will be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Release is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision or any other jurisdiction, but this Release will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


8.   No
Representations. Vendor has not relied upon any representations or statements made by the Company in deciding whether to execute
this Release.


9.   Voluntary
Execution of Release. This Release is executed voluntarily by Vendor and without any duress or undue influence and with the
full intent of releasing all claims. Vendor acknowledges that:


(a) He has read this
Release;


(b) He has been represented
in the preparation, negotiation, and execution of this Release by legal counsel of his own choice or that he has voluntarily declined
to seek such counsel;


(c) He understands the
terms and consequences of this Release and of the releases it contains;


(d) He is fully aware
of the legal and binding effect of this Release.


IN WITNESS WHEREOF, Vendor has
executed this Release as shown below.


 


_______________________


Dated: __________________


 


 



     

     

    

 


EXHIBIT B


 


PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT


In consideration of my
Executive Services provided to GBS Enterprises Incorporated., a Nevada corporation (the "Company'), I hereby agree
to certain restrictions placed by the Company on my use and development of information and technology of the Company, as more fully
set out below.


ARTICLE I

PROPRIETARY INFORMATION AND COMPANY DOCUMENTS


1.1   Proprietary
Information. I understand that the Company possesses Proprietary Information which is important to its business. "Proprietary
Information" is information developed, created or discovered by the Company, or which became known by or was conveyed
to the Company, which has or could have commercial value in the Company's business. By way of illustration, but not limitation,
Proprietary Information includes any and all technical and nontechnical information such as patent, copyright, trade secret, mask
works, techniques, methodologies inventions, know-how, processes, sketches, drawings, models, apparatus, equipment, algorithms,
data, database, database criteria, software programs and subroutines, source and object code, features, modes of operation, formulae
related to the current, future and proposed products and services of Company, research, experimental work, development, design
details, specifications, engineering, financial information, procurement requirements, purchasing, manufacturing and customer lists,
business forecasts, sales and merchandising plans, marketing plans, other employee's positions, skill levels, duties, compensation
and all other terms of their Executive Services . I acknowledge that Proprietary Information may include information previously
disclosed to me. Proprietary Information may be stamped or otherwise marked "Confidential, " Proprietary," or with
some similar designation. If any information or material is not so marked but nonetheless it meets the definition above, it is
still Proprietary Information. If I am uncertain as to whether particular information or materials are Proprietary Information,
I will request the Company's written opinion as to their status. I understand that Proprietary Information does not include any
information, idea or material that: (i) is or becomes publicly known through lawful means and without breach of this Agreement
by me; (ii) was rightfully in my possession or part of my general knowledge prior to my engagement as a consultant by the Company;
or (iii) is disclosed to me without confidential or proprietary restrictions by a third party who rightfully possesses the information,
ideas or materials (without confidential or proprietary restrictions) and did not learn of it, directly or indirectly, from the
Company. Any information, idea or material will not be considered to be publicly known or in the public domain merely because it
is embraced by more general information in my prior possession or the possession of others, or merely because it is expressed in
public literature in general terms. Proprietary Information also does not include my general knowledge and skill obtained during
the course of my engagement as a consultant . I understand that my engagement as a consultant creates a relationship of confidence
and trust between me and the Company with respect to Proprietary Information.


1.2   Company
Documents. I understand that the Company possesses Company Documents which are important to its business. "Company
Documents" are documents or other media, including without limitation electronic data and information, that contain Proprietary
Information or any other information concerning the business, operations or plans of the Company, whether such documents have been
prepared by me or by others. Company Documents include, but are not limited to, documents, spreadsheets, presentations, reports,
blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes or printouts, electronic communications,
sound recordings and other printed, typewritten or handwritten documents, sample products, prototypes and models.


ARTICLE II

RESTRICTIONS ON USE


2.1   Proprietary
Information. All Proprietary Information and all patents, copyrights and other rights in connection therewith are and shall
remain solely the property of the Company. At all times, both during my engagement as a consultant to the Company and after his
termination, I will keep in confidence and trust and will not use or disclose any Proprietary Information or anything relating
to it without the prior approval of the Company, except as may be necessary in the ordinary course of performing my duties to the
Company.


2.2   Company
Documents. All Company Documents are and shall remain solely the property of the Company. I agree that during my engagement
as a consultant to the Company, I will not remove or electronically transmit any Company Documents from the business premises of
the Company or deliver any Company Documents to any person or entity outside the Company, except as I am required to do in connection
with the performance of my duties to the Company and pursuant to appropriate non-disclosure agreements.


2.3   Third
Party Information. I recognize that the Company may have received and in the future will receive from third parties their confidential
or proprietary non-public information subject to a duty on the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. At all times, both during my engagement as a consultant to the Company and after
its termination, I will keep in confident and trust and will not use or disclose any such confidential or proprietary information
or anything relating to it without the prior approval of the Company, except as may be necessary in the ordinary course of performing
my duties to the Company consistent with the Company's agreement with such third party.



     

     

    

2.4   Location.
I agree to maintain at my work station and/or any other place under my control only such Proprietary Information as I have a current
"need to know." I agree to return to the appropriate person or location or otherwise properly dispose of Proprietary
Information once that need to know no longer exists. I agree not to remove Proprietary Information from the Company's premises
except as required in the course of my consultancy with the Company.


2.5   Actions
on Termination. I further agree that, immediately upon the termination of my engagement as a consultant to the Company for
any reason, or at any other time requested by the Company, I will return all Company Documents, apparatus, equipment, and other
physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation;
(ii) my personal copies of any materials previously distributed generally to the public; and (iii) my copy of this Agreement, and
will agree to sign and deliver a Termination Certificate in the form attached hereto as Exhibit 1.


ARTICLE III

PERSONAL INFORMATION 


3.1   Definition
of Personal Information. "Personal Information" means personally identifiable information about employees,
independent contractors or third party individuals, including names, addresses, telephone or facsimile numbers, Social Security
Numbers, background information, credit card or banking information, health information, or other information entrusted to the
Company.


3.2   Protection
of Personal Information. During my engagement as a consultant with the Company and thereafter, I shall hold Personal Information
in the strictest confidence and shall not disclose or use Personal Information about other individuals, except in connection with
my work for the Company, or unless expressly authorized in writing by an authorized representative of the Company. I understand
that there are laws in the United States and other countries that protect Personal Information, and that I must not use Personal
Information about other individuals other than for the purposes for which it was originally used or make any disclosures of other
individuals' Personal Information to any third party or from one country to another without prior approval of an authorized representative
of the Company. I understand that nothing in this Agreement prevents me from discussing any terms and conditions with coworkers
or others, unless such discussion would be for the purpose of engaging in unfair competition or other unlawful conduct.


ARTICLE IV

INVENTIONS


4.1   Definition.
As used in this Agreement, the term "Inventions" means all processes, machines, manufactures, compositions of
matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any
tangible medium of expression (whether or not protectable under copyright laws), moral rights, mask works, trademarks, trade names,
trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and all other subject matter
protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, and includes without limitation
all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork,
software, and designs.


4.2   Records.
I agree during the term of this Agreement to make and maintain adequate and current records, in a form specified by the Company,
of all Inventions, that I develop during the term of this Agreement. Such records shall remain the sole property of the Company
at all times.


4.3   Disclosure
of Inventions. I will promptly disclose in writing to my immediate supervisor, or to any persons designated by the Company,
all Inventions, whether or not patentable, made or conceived or reduced to practice or developed by me, either alone or jointly
with others, during the term of engagement as a consultant. I will also disclose all things that would be Inventions if made during
the term of my engagement as a consultant to the Company, but conceived, reduced to practice, or developed by me within three (3)
months of the termination of my engagement as a consultant to the Company to permit a determination by the Company as to whether
such Inventions should be property of the Company. Such disclosures shall be received by the Company in confidence. I will not
disclose Inventions to any person outside the Company unless I am requested to do so by my supervisor or other person designated
by the Company. Prior to my submitting or disclosing for possible publication or dissemination outside the Company any material
prepared by me that incorporates information that concerns the Company's business or anticipated research, I agree to deliver a
copy of such material to the Company, for its review. I agree to make such deletions and revisions as are reasonably requested
by the Company to protect its Proprietary Information.



     

     

    

4.4   Ownership
of Inventions. I agree that all Inventions which I make, conceive, reduce to practice or develop (in whole or in part, either
alone or jointly with others) during my consultancy shall be the sole property of the Company. The Company shall be the sole owner
of all patents, copyrights and other intellectual property or other rights in connection therewith. I further acknowledge and agree
that such Inventions are "works made for hire" (as that term is used in the United States Copyright Act) for the Company,
and that all rights to such Inventions in all forms shall belong to the Company for all purposes throughout the universe in perpetuity.


4.5   Assignment.
I hereby assign to the Company any right, title or interest I have or may in the future acquire in Inventions which I make, conceive
or reduce to practice or develop (in whole or in part, either alone or jointly with others) during my consultancy. I am aware and
hereby acknowledge that new rights to the Inventions and new or changed technology, uses, media, formats, modes of transmission
and methods of distribution, dissemination, exhibition or performance are being and will inevitably continue to be developed in
the future, which offer new opportunities for exploiting the Inventions, and I intend and hereby do grant and convey to the Company
any and all new rights to and all new exploitation rights in respect of the Inventions. I agree to confirm any such waivers and
consents from time to time as requested by the Company.


4.6   License.
To the extent any of the rights, title and interest in and to the Inventions cannot be assigned by me to the Company, I hereby
grant to the Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through
multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title
and interest in and to Inventions can be neither assigned nor licensed by me to the Company, I hereby irrevocably waive and agree
never to assert such non-assignable and non-licensable rights, title and interest against the Company or any of the Company's successors
in interest to such non-assignable and non-licensable rights.


4.7   Moral
Rights. The Company is the "author" of such Inventions for all purposes, and the sole and exclusive owner of all
the rights therein and thereto, including all so-called "moral rights of authors" and "droit moral" rights
and any similar or analogous rights under the applicable laws of any country of the world. To the extent such moral rights cannot
be assigned under applicable law, I hereby waive such moral rights and consent to any action of the Company that would violate
such moral rights in the absence of such consent. I hereby authorize the Company to publish the Inventions in the Company's sole
discretion with or without attributing any of the foregoing to me or identifying me in connection therewith and regardless of the
effect on such Inventions or my relationship thereto. I agree to ratify and consent to any action that may be taken or authorized
by the Company with respect to such Inventions, and I will confirm any such ratifications and consents from time to time as requested
by the Company.


4.8  Further
Assurances. I agree to perform, during and after my engagement as a consultant to the Company, all acts deemed necessary or
desirable by the Company to permit and assist it, at the Company's expense, in obtaining and enforcing patents, copyrights or other
rights on such Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance
or cooperation in filing, prosecution, or registration of patents or other applications, assistance in the enforcement of proprietary
rights, or cooperation in legal proceedings. I hereby irrevocably designate and appoint the Company and its duly authorized officers
and agents, as my agents and attorney-in-fact to act for and on my behalf and instead of me, to execute and file any applications
or related findings and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights
or other rights thereon with the same legal force and effect as if executed by me.


ARTICLE V

PRIOR INVENTIONS


5.1   Prior
Work. All previous work done by me for Company relating in any way to the conception, reduction to practice, creation, derivation,
design, development, manufacture, sale or support of products or services for Company is the property of Company, and I hereby
assign to Company all of my right, title and interest in and to such previous work.


5.2   Disclosure
of Prior Innovations. I have identified on Exhibit 2 attached hereto all Inventions, applicable to the business of Company
or relating in any way to Company's business or demonstrably anticipated research and development or business, which were conceived,
reduced to practice, created, derived, developed, or made by me prior to my consultancy with Company, which I desire to be excluded
from this Agreement. I represent that I have no rights in any Inventions other than those specified in Exhibit 2. If there
is no such list on Exhibit 2, I represent that I have neither conceived, reduced to practice, created, derived, developed
nor made any such prior Inventions at the time of signing this Agreement.



     

     

    

5.3   Prior
Agreements; No Conflict. I represent and warrant that my performance of all the terms of this Agreement and as an employee
or consultant of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge
or data acquired by me in confidence or in trust prior to my engagement as a consultant to the Company. I will not improperly use
or disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to
any previous employers or others and understand that the Company will not ask me to do so. Additionally, I will not bring any confidential,
proprietary or trade secret information or material belonging to others onto the Company's premises. I represent and warrant that
I have returned all property and confidential information belonging to all prior employers. I have not entered into, and I agree
I will not enter into, any agreement either written or oral in conflict herewith or in conflict with my engagement as a consultant
to the Company.


ARTICLE VI

GENERAL PROVISIONS


6.1   Governing
Law. The interpretation, validity and effect of this Agreement shall be governed by the laws of the State of Nevada, without
reference to its conflict of laws provision.


6.2   Parties
Bound and Benefited. This Agreement shall be binding upon me, my heirs, executor, assigns, and administrators, and shall inure
to the benefit of the Company, its subsidiaries, successors and assigns.


6.3   Specific
Performance. I agree that it would be impossible or inadequate to measure and calculate the Company's damages from any breach
of the covenants set forth herein. Accordingly, I agree that if I breach any such covenants, the Company will have available, in
addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining
such breach or threatened breach by me and to specific performance of any provision of this Agreement. I further agree that no
bond or other security shall be required in obtaining such equitable relief, and I hereby consent to the issuance of such injunction
and to the ordering of specific performance.


6.4   Indemnification.
I agree to indemnify and hold the Company harmless for all damages, costs and expenses of litigation (including reasonable attorneys'
fees) associated with any violations of any agreements to which I am a party, any inaccuracies in or breaches of any representations,
warranties or covenants I have made in this Agreement or my consulting agreement with the Company, if any, or for any violation
by me of any laws.


6.5   Entire
Agreement. This Agreement (along with the Exhibits attached hereto) and my consulting agreement with the Company, if any, constitutes
the entire agreement among the parties hereto pertaining to the subject matter contained herein and supersedes all prior agreements,
representations, and understandings of the parties, whether oral or written, with respect to its subject matter. This Agreement
can only be modified by a subsequent written agreement executed by the parties hereto.


I HAVE READ THIS AGREEMENT
CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS
HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.


 


	GBS Enterprises Incorporated	 
	 	 
	 	 
	By: ____________________________	 
	Name: _______________________________	Signature
	Title: ________________________________	 
	 	Street Address
	 	 
	 	City              State              Zip Code


 


 



     

     

    

 


EXHIBIT 1


 


Termination Certificate


I certify that I have
complied with all the terms of the Proprietary Information and Invention Agreement of GBS Enterprises Incorporated (the "Company")
signed by me (the "Agreement"), including the reporting of any Inventions or other Proprietary Information (as
defined therein), conceived or made by me (solely or jointly with others) covered by the Agreement.


Further, I certify that
I do not have in my possession, nor have I failed to return, any Company Documents (as defined in the Agreement) or reproductions
of any aforementioned items belonging to the Company.


Further, I agree that,
in compliance with the Agreement, I will preserve as confidential all Proprietary Information or anything relating or pertaining
to any business of the Company or any of his employees, clients, consultants or licensees.


 


 


	 ______________________________________________	 	 
	Print Name	 	 
	 	 	 
	______________________________________________
 Signature	 	Date ______________________________________________


 



     

     

    

EXHIBIT 2


1.     
The following is a complete list of all Inventions relevant to the subject matter of my engagement as a consultant to the Company
that have been made or conceived or first reduced to practice by me or jointly with others prior to my engagement as a consultant,
which I desire to remove from the operation of the Company's Proprietary Information and Invention Agreement:


______    No inventions
or improvements.


______    See below:
Any and all inventions regarding:


______    Additional
sheets attached.


2.     
I propose to bring to my engagement as a consultant the following materials and documents of a former employer:    


______    No materials
or documents


______    See below:


 


 


	 ______________________________________________	 	 
	Print Name	 	 
	 	 	 
	______________________________________________
 Signature	 	Date ______________________________________________