ACQUISITION AGREEMENT

ACQUISITION AGREEMENT

           This ACQUISITION AGREEMENT is entered into and made effective as of the 1 st   day of June, 2011 by and between GBS Enterprises, Inc., a Nevada Corporation ("GBS" or “Buyer”); GroupWare, Inc., a State of Florida Corporation ("GroupWare”); and the shareholders of GroupWare, Inc. (“G-Shareholders” or “SHR”), as listed in Exhibit A , representing 100% of all outstanding and issued shares of GroupWare (combined the “Seller”).

WHEREAS, Seller is the one hundred (100) percent controlling shareholder of GroupWare, and upon the terms and conditions set forth below, Seller desires to transfer all of the shares of GroupWare owned by Seller to Buyer, such that, following such transaction, GroupWare will be a wholly-owned subsidiary of Buyer; and

           NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties hereto agree as follows:

1.    SALE AND PURCHASE OF SHARES.

1.1     PURCHASE.  Subject to the terms and conditions herein set forth, GBS hereby agrees to purchase and Seller hereby agrees to sell one hundred percent (100%) of the issued and outstanding shares of GroupWare (“GroupWare Shares”) to GBS.

1.2     CONSIDERATION.  The consideration for one hundred percent (100%) of the outstanding shares of GroupWare shall be:

1.2.1       Share Consideration .  The share consideration to be issued to SHR within 30 days of the Closing of the acquisition for one hundred percent (100%) of the outstanding shares of GroupWare shall be 125,000 shares of restricted common stock of GBS (“GBS Restricted Common Shares A”), with a restriction term for 3-month following the day of issuance and of 125,000 shares of restricted common stock of GBS (“GBS Restricted Common Stock B”) with a restriction term of 6 month after the day of issuance.

1.2.2       Cash Consideration . The cash consideration to be paid to SHR within 10 bank business days of the Closing of the acquisition for one hundred percent (100%) of the outstanding shares of GroupWare shall be $250,000.00 (two hundred and fifty thousand United States Dollar). Said amount to be paid to GROUPWARE, INC. bank account for immediate pro rata distribution to the GROUPWARE, INC. shareholders.  GROUPWARE, INC. bank details are attached as Exhibit C

2.  REPRESENTATIONS AND WARRANTIES

2.1         REPRESENTATIONS AND WARRANTIES OF GROUPWARE.  GroupWare represents and warrants as follows:

a)        CORPORATE ORGANIZATION AND GOOD STANDING.  GroupWare, and all its subsidiaries (hereinafter referred to combined as “GroupWare”), are duly organized, validly existing, and in good standing under the appropriate laws and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

b)         CORPORATE AUTHORITY.  GroupWare has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as it is now being conducted and to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

c)        AUTHORIZATION.  Execution of this Agreement has been duly authorized and approved by GroupWare (Management, Supervisory Board, and the Shareholders) and  the Seller.

d)           CAPITALIZATION.

(1)    The authorized capital stock of GroupWare consists of 1,000,000 shares of GroupWare Common Stock $0.10 par value.  All shares of GroupWare shall be duly authorized, validly issued, and fully paid, non-assessable and free of preemptive rights. At Closing,

(2)           GroupWare has no contract or other obligation to repurchase, redeem or otherwise acquire any shares of GroupWare stock, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.  There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of GroupWare.  None of the outstanding equity securities or other securities of GroupWare was issued in violation of the Securities Act of 1933 or any other legal requirement.

e)        LITIGATION.  To the knowledge of GroupWare, there are no pending, threatened, or existing litigation, bankruptcy, criminal, civil, or regulatory proceeding or investigation, threatened or contemplated against the company.

(i) Seller has furnished or made available to Buyer, or will make available to Buyer prior to the Closing Date, true and complete copies of the financial statements of GroupWare for  its past two fiscal years (the “Buyer Financial Statements”), and Seller shall furnish or make available to Buyer true and complete copies of GroupWare's financial statements for all monthly periods ending after its most recent fiscal year up to and including the Closing Date.

                            (ii) The GroupWare Financial Statements were prepared in accordance with  applicable laws (US_GAAP, HGB, IFRS) or the equivalent applied on a basis consistent throughout the periods indicated (except as otherwise stated in such financial statements, including the related notes, and except that, in the case of unaudited statements for the subsequent quarterly periods referenced above, such unaudited statements fairly present in all material respects the consolidated financial condition and the results of operations of Buyer as at the respective dates thereof and for the periods indicated therein (subject, in the case of unaudited statements, to year-end audit adjustments).

g)       ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since the end of its most recent fiscal year and to the date of this Agreement, (i) GroupWare has, in all material respects, conducted its business in the ordinary course consistent with past practice; (ii) there has not occurred any change, event or condition that is or would reasonably be expected to result in a material adverse effect; and (iii)  GroupWare has not taken and will not take any of the actions that GroupWare has agreed not to take from the date hereof through the Closing.

h)        UNDISCLOSED LIABILITIES.  GroupWare has no material obligations or liabilities of any nature (whether accrued, matured or unmatured, fixed or contingent or otherwise) other than (i) those set forth or adequately provided for in the consolidated balance sheet (and the related notes thereto) of GroupWare as of the end of the most recent fiscal year  included in the GroupWare Financial Statements, (ii) those incurred in the ordinary course of business consistent with past practice since the end of the most recent fiscal year  and (iii) those incurred in connection with the execution of this Agreement.

i)        LEGAL PROCEEDINGS.  GroupWare is not a party to any, and there is no pending or, to the knowledge of GroupWare, threatened, legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature against GroupWare, or any of its officers or directors which, if decided adversely to GroupWare, would, individually or in the aggregate, be material to GroupWare.  There is no injunction, order, judgment or decree imposed upon GroupWare, or any of its officers or directors, or the assets of GroupWare.

j)        TAXES AND TAX RETURNS.

k)        COMPLIANCE WITH APPLICABLE LAW AND REGULATORY MATTERS.

l)        MATERIAL CONTRACTS.  There are no material contracts of GroupWare currently in existence except as disclosed in a Schedule hereto.

m)        ASSETS.  GroupWare owns, leases or has the right to use all the properties and assets necessary or currently used for the conduct of its businesses free and clear of all liens of any kind or character.  All items of equipment and other tangible assets owned by or leased to GroupWare and which are material to the operations and business of GroupWare are in good condition and repair (ordinary wear and tear excepted).  In the case of leased equipment and other tangible assets, GroupWare holds valid leasehold interests in such leased equipment and other tangible assets, free and clear of all liens of any kind or character.

n)        INSURANCE. GroupWare has in full force and effect the insurance coverage with respect to its business.  There is no claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies.  All premiums due and payable under all such policies have been paid, and GroupWare is otherwise in compliance in all material respects with the terms of such policies.  GroupWare has no knowledge of any threatened termination of, or material premium increase with respect to, any of such policies.

o)        INTELLECTUAL PROPERTY. GroupWare has no intellectual property except as disclosed in Exhibit B to this Agreement.

p)        INTERESTS OF OFFICERS AND DIRECTORS.  Except as disclosed herein, none of the officers or directors of GroupWare has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of GroupWare, or in any supplier, distributor or customer of GroupWare, or any other relationship, contract, agreement, arrangement or understanding with GroupWare, except  for the normal ownership interests of a shareholder and employee rights.

q)        BROKER’S FEES.  GroupWare has not employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

r)        CERTAIN BUSINESS PRACTICES.  No director, officer, agent or employee of GroupWare has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity on behalf of, or purportedly on behalf of, or for the business of GroupWare, or (ii) made any unlawful payments to officials or employees of governmental entities or to directors, officers or employees of foreign or domestic business enterprises.

2.2           REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer represents and warrants as follows:

a)       CORPORATE ORGANIZATION AND GOOD STANDING.  Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

b)       CORPORATE AUTHORITY.  Buyer has all requisite corporate power and authority to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement.

c)       NO VIOLATION.  Consummation of the acquisition contemplated herein will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation by which Buyer is bound.

d)       REPORTING STATUS. Buyer is a fully reporting public company.  Buyer has filed all required periodic reports with the Securities & Exchange Commission (the "Commission") on Forms 10-Q and 10-K through the fiscal year ended March 31, 2010, and all required Form 8-K reports, all such reports are true and correct in all material respects and contain no misrepresentation of a material fact or omission of a material fact.  The common shares of Buyer are quoted  on the OTC Markets OTCBB under the symbol "GBSX".  At the time of Closing, Buyer will be quoted on the NASD OTC BB.  .

e)    CAPITALIZATION.

(i) On the date of this Agreement, 75,000,000 shares of $0.001 par value common stock are authorized and 22,344,000 shares of common stock of Buyer are issued and outstanding, all of the shares of common stock issued are duly authorized, validly issued, fully paid and non-assessable and none were issued in violation of any preemptive rights.  20,000,000 shares at $0.001 par value are authorized for Preferred Stock. There is no class of preferred stock of Buyer issued on the date of this agreement. (ii) 5,000,000 shares at $0.001 par value of Buyer are reserved for issuance upon the exercise of vested options following the terms and conditions of the 2011 ESOP, up to 7,500,000 warrants are to be issued following the closing of the 2011 PP (the “private placement”); there are no other rights to purchase shares; and (iii) no shares of Buyer stock are held in the treasury of Buyer.  Except as set forth above, as of the date hereof, no shares or other voting securities of Buyer are issued, reserved for issuance or outstanding and no shares or other voting securities of Buyer shall be issued or become outstanding after the date hereof, save for those Shares to be issued pursuant to this Agreement.  There are no bonds, debentures, notes or other indebtedness or securities of Buyer that have the right to vote (or that are convertible into, or exchangeable for, securities having the r