Sahara Presentation Systems PLC

TouchIT Technologies Holdings Inc. , a privately held corporation organized and existing under the laws of the State of Nevada having its principal office at 2051 Villa, Suite 104, Birmingham, Michigan 48009 (the “New Buyer”); and

(A)

By a debt in the amount of $221,138.56 as of 30th January 2013 (the "Debt") partially evidenced in the reviewed financial statements of the Original Buyer quarter end September 30, 2013, created by the Original Buyer as due and owing to the Vendor, the Vendor agreed to supply hardware and goods to the Original Buyer and the Original Buyer (therein referred to as the “Buyer”) agreed to accept and take delivery of the same incurring the Debt;

(B)

The Original Buyer and the New Buyer have agreed that the rights and obligations of the Original Buyer under the said Debt shall be assumed by the New Buyer and have requested the Vendor to agree to this; and

(E)

This Agreement sets out the terms and conditions upon which the New Buyer shall be substituted for the Original Buyer as the buyer under the Contract.

1

1.1

Any other words and expressions defined in the Contract shall, unless the context otherwise requires or unless otherwise defined in this Agreement, have the same meanings when used in this Agreement.

1.2

In this Agreement, unless the context otherwise requires:

1.3

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

1.4

In this Agreement, unless the context otherwise requires, references to clauses are to be construed as references to clauses of this Agreement.

2

2.1

The Original Buyer represents and warrants to the New Buyer that:

                

(a)

the Original Buyer is duly incorporated and validly existing in good standing under the laws of the State of Nevada and has power to carry on its business as it is now being conducted and to own its property and other assets;

(b)

the Original Buyer has power to execute, deliver and perform its obligations under the Contract and this Agreement and all necessary corporate, shareholder and other action has been taken to authorize the execution, delivery and performance of the same;

(c)

the Contract and this Agreement constitute or will, upon execution thereof, constitute valid, legally binding and enforceable obligations of the Original Buyer.

2.2

The Vendor represents and warrants to the Original Buyer and the New Buyer that:

(a)

the Vendor is duly incorporated and validly existing in good standing under the laws of England and Wales and has power to carry on its business as it is now being conducted and to own its property and other assets;

(b)

the Vendor has power to execute, deliver and perform its obligations under the Contract and this Agreement and all necessary corporate, shareholder and other action has been taken to authorize the execution, delivery and performance of the same;

(c)

for purposes of this Agreement, the expression “Confidential Information” means all information of any nature  previously, presently, or subsequently disclosed by the Original Buyer to the Vendor relating to the Original Buyer's business including, but not limited to, information concerning that certain asset purchase agreement between the Original Buyer and the New Buyer and any other associated documents which contain or otherwise reflect or are generated from such information, all information relating to business, financial, customer and product development plans;

(d)

the Vendor agrees to keep all Confidential Information secret and confidential, not use any Confidential Information to obtain any financial, commercial, trading and/or other advantage, not disclose Confidential Information to any third party whatsoever, not make any announcement or disclosure regarding this Agreement, and not act on the Confidential Information to buy any stock in the public marketplace of the Original Buyer or to otherwise participate in any insider trading.

(e)

the Contract and this Agreement constitute or will, upon execution thereof, constitute valid, legally binding and enforceable obligations of the Vendor.

2.3

The New Buyer represents and warrants to each of the Vendor and the Original Buyer that:

(a)

the New Buyer is duly incorporated and validly existing in good standing under the laws of the State of Nevada and has power to carry on its business as it is now being conducted and to own its property and other assets;

(b)

the New Buyer has power to execute, deliver and perform its obligations under or in connection with this Agreement and all necessary corporate, shareholder and other action has been taken to authorize the execution, delivery and performance of the same;

(c)

this Agreement constitutes valid, legally binding and enforceable obligations of the New Buyer;

(d)

every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies of authorities or courts required by the New Buyer to authorize, or required by the New Buyer in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by the Vendor of its obligations under or in connection with this Agreement has been obtained and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions imposed in, or in connection with, any of the same.

3

3.1

The Original Buyer, the New Buyer and the Vendor hereby agree that, with effect from the Effective Date and in consideration of the undertakings and releases herein contained the New Buyer shall be and is hereby substituted in place of the Original Buyer as a party to the Contract and that the Contract shall henceforth be construed and treated in all respects as if the New Buyer was named therein instead of the Original Buyer.

3.2

The New Buyer hereby agrees with the Vendor that, as and with effect from the Effective Date, the New Buyer shall duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by them or by virtue of the Contract in all respects as if the New Buyer was named therein instead of the Original Buyer.

3.3

The Vendor hereby agrees with the New Buyer that, as and with effect from the Effective Date, the Vendor shall be bound by the Contract in all respects as if the New Buyer was (and had at all times been) named therein instead of the Original Buyer.

3.4

The Vendor and the Original Buyer hereby, as and with effect from the Effective Date, mutually release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Contract and in respect of anything done or omitted to be done under or in connection therewith but without prejudice to the rights of the New Buyer and the Vendor against each other in respect of any such liabilities, obligations, claims and demands.

4

4.1

The New Buyer and the Vendor agree that with effect from the Effective Date:

4.2

Save as amended hereunder and for the substitution of the New Buyer as the “Buyer” under the Contract, the Contract shall remain in full force and effect.

5

5.1

Any and all notices to be given under the terms of this Agreement shall be given in writing and shall be delivered personally or by facsimile or first class post to the following address:

 

(a)

To the Vendor:

 

(b)

To the Original Buyer:

 

(c)

To the New Buyer:

5.2

Notice shall be effective, in the case of a letter, on actual receipt, and in the case of a facsimile, on receipt by the sender of a confirmed transmission report.

6

6.1

This Agreement may be executed in any number of counterparts each of which, when so executed, shall be deemed to be an original but such counterparts shall together constitute but one and the same instrument.

7

7.1

Each party shall be responsible for its own fees and expenses in relation to the preparation, execution and completion of this Agreement.

8

8.1

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to conflict of laws principles thereof.