**Exhibit 99.1**

 

**EXCLUSIVE SOFTWARE DEVELOPMENT AGREEMENT**

 

ThisAgreement made this 17th day of November 2008 by and between KenilworthSystems Corporation, with principal offices located at 185 Willis Avenue, Suite #4, Mineola, New York 11501 (hereinafter “Kenilworth” or the “Company) and PaulTerrell, Mike Sportelli and Gregory Sapon hereinafter collectively called “Developers”located at 2554 Lincoln Boulevard, Suite # 738, Marina Del Ray, California90291.  Collectively, Kenilworth andDevelopers shall be referred to as the Parties (the “Parties”) to theAgreement.

 

**RECITAL**

 

Developershave expertise in software development for remote casino table game wageringhaving operated a similar system licensed to foreign operators in Europethrough 2008.

 

Developerswill work exclusively for a minimum period of five (5) years to promote,install and design Kenilworth’s products, including installation of wageringsystems for casinos throughout the industrialized world for remote casino tablegame wagering.  Developers agree not todisclose to others the intricate workings of the Kenilworth system dubbed “Roulabette”.  Roulabette is a system for playing games suchas roulette, craps and baccarat in an interactive manner at sites remote fromthe actual casino table at which the live game is being played.  The system allows remote players to wager asif they are actually participating in the live game at the casino.

 

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Inconsideration for Developer’s exclusively joining Kenilworth’s workingoperation (signup bonus), Kenilworth will issue six million (6,000,000)restricted Common Stock, par value $0.01 per share, for investment only, to themembers Developers and deliver a $3,500,000 Promissory Note payable, withoutinterest, through June 17th, 2010. Thereafter on the unpaid remaining principal, if any, will accrueinterest at four percent (4%) per annum, credited quarter annually.  The Note shall be due and payable within ten (10) daysin any event that Kenilworth will have available a minimum of $10,000,000 fromnet income or underwriting proceeds excluding loan proceeds, but inclusive fromlump sum payment totaling $10,000,000.00.

 

Developersalso acknowledges it had the opportunity to ask questions and receive answers concerningthe terms and conditions of the issuance of Common Stock of the Company to itand has had the opportunity to obtain any additional information which theCompany possesses or can acquire without unreasonable efforts and expenses,that is necessary to verify the accuracy of the information furnished toDevelopers. Developers have reviewed the Business Plans and other informationprovided on its website at www.kenilworthsys.com.

 

Developersrepresent to Kenilworth that the Common Stock being acquired is being acquiredfor investment and for their own accounts and they have no present intention ofreselling or distributing the Common Stock to others, except to members oftheir regular staff.

 

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Developers agree that noneof the Common Stock will be transferred or distributed without having presentedto Kenilworth either (i) a written legal opinion of legal counsel,satisfactory to Kenilworth, in form and substance satisfactory to Kenilworth’scounsel indicating that the proposed transfer will not be in violation of anyof the provisions of the Securities Act of 1933 and 1934 as amended (the “SecuritiesAct”) and the rules and regulations promulgated thereunder or (ii) aneffective Registration Statement.

 

Developersrepresent that they each have adequate means of providing for their currentliving expenses and contingencies and that they each have no need for liquidityof this investment.  Developers representthat they can each afford the risk of loss of the entire investment.

 

Developers fully understand that inconnection with the issuance of the Common Stock that Kenilworth is relying toa material degree on the representations, warranties and covenants containedherein.  Developers realize that sales ofCommon Stock by anyone individually may be deemed evidence by each presentintention and thus tend to bring into question the truth of the representationsmade by each in this agreement.

 

Developersagree that a legend reading substantially as follows or such other legend asmay be utilized by Kenilworth transfer agent, American Stock Transfer &Trust Company, may be placed on the Common Stock:

 

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“THESHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE**SECURITIES ACT OF 1933**. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTFOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY’SCOUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SAID ACT.”

 

Kenilworthrepresents the restrictive legends on the stock certificates may be removed byan exemption available in SEC Regulation 144 B, after each Developer’sownership of the shares for the minimum period of six (6) months.

 

Forproviding the heretofore described services, Developer is hereby grantedcollectively, an Option to acquire six million (6,000,000) additional shares,at the average trading price per share as quoted on the Pink Sheet Market, forthe thirty (30) days prior to the date any of the optioned shares are exercisedand funds for the shares are received by Kenilworth.

 

**Entire Agreement.**  This agreement supersedes any andall other agreements, either oral or in writing, between the parties heretowith respect to the engagement of Developers by Kenilworth, and contains allthe covenants and agreements between the parties with respect to suchengagement in any manner whatsoever. Any modification of this agreement will beeffective only if it is in writing and signed by all parties.

 

**Severability.**  The provisions of this agreementare agreed to be severable; i.e., if any provision of this agreement or theapplication thereof is held to be invalid or 

 

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unenforceable, that invalidity or unenforceability shall not beconstrued to affect any other provisions or application.

 

**Captions**.   The captions in this Agreement are forconvenience only and are not to be considered in construing this agreement.

 

**Governing Law.**  The validity, interpretation andperformance of this agreement shall be controlled by and construed under thelaws of the State of New York.  Theparties consent to the jurisdiction of the Nassau County, New York courts inthe event any dispute arises in conjunction herewith.

 

**Successors and Assigns.**  This agreementis binding on the successors of the parties herein.

 

**Waiver**.   No delay or omission by either of theParties in exercising any right shall operate as a waiver of such right or anyother right.  No waiver by any party ofany breach hereunder shall be deemed a waiver of any other or subsequentbreach.

 

**Binding Effect**.   Upon execution by both Parties,this Agreement shall be binding upon and inure to the benefit of the partieshereto and their respective heirs, executors, administrators, successors andpermitted assigns.

 

**Executing Agreement**.   By each memberof Developers signing below they also agree that this Agreement may be executedin subparts at different times by the Parties, or

 

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andmay be executed through facsimile transmittal of signature pages, with suchcopies being given the same weight for legal sufficiency as if the Agreementhad been executed with original signatures simultaneously by the Parties,providing signatures from both Parties appear on the executed document.

 

Theparties agree that the promissory note recited herein is an integral part ofthe within agreement.

 

IN WITNESS WHEREOF, the parties have executed this agreement on the dayand year first above written.

 
| **DEVELOPERS** |               | ** ** | **KENILWORTH SYSTEMS CORPORATION** |
|----------------|--------------------|------------|------------------------------------|
| ** **     | ** **         | ** ** |                               |   |
| By:            | /s/ Paul Terrell   |       | By:                                | /s/ Herbert Lindo |
|           |               |       |                               |   |
|           | Paul Terrell       |       |                               | Herbert Lindo, Chairman and CEO |
|           |               |       |                               |
|           |               |       |                               |
| By:            | /s/ Mike Sportelli |       |                               |
|           |               |       |                               |
|           | Mike Sportelli     |       |                               |
|           |               |       |                               |
|           |               |       |                               |
| By:            | /s Gregory Sapon   |       |                               |
|           |               |       |                               |
|           | Gregory Sapon      |       |                               |

 

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