**Exhibit 99.2**

 
| $3,500,000                    |   | Mineola,  New York |
|-------------------------------|--------|--------------------|
| As  of November 17, 2008 |   |               |

 

**PROMISSORY NOTE**

 

FORVALUE RECEIVED, the undersigned , Kenilworth Systems Corporation (“Kenilworth”or the “Company”), a New York Corporation, having its principal place ofbusiness at 185 Willis Avenue, Suite #4, Mineola, New York  11501 (the “Maker”), hereby promises to payto the order of Paul Terrell, Mike Sportelli and Gregory Sapon, collectivelythe “Payees” located at 2554 Lincoln Boulevard, Suite # 738, Marina DelRay, California, 90291 or such other place designated in writing by the holdersof this Note, pursuant to an Exclusive Software Development Agreement (hereinafterthe “Software Agreement”) dated November 17, 2008 (the “Maturity Date”).  This Note is and integral part of theSoftware Agreement that provides for the term of this Note and when interestcommences to accrue unless earlier becoming due by reason of a Default (asdefined herein), the principal amount of Three Million Five Hundred Thousand00/100 Dollars ($3,500,000), together with accrued interest, if any due,thereon at the rate of four percent (4%) per annum.  Interest shall be payable at the MaturityDate, together with the full unpaid principal sum of this Note.  All payments under this Note shall be made inimmediately available funds in money of the United States of America that islawful for the payment of public and private debts at the time such payment isdue.

 

ThePromissory Note provides for payments in connection with that certain ExclusiveSoftware Agreement dated November 17, 2008.

 

Theprincipal of, and interest on, this Note may be prepaid, in whole or in part,without premium or penalty.  All paymentshereunder, including prepayments, shall be applied first to the payment ofaccrued and unpaid interest to the date on which any such payment is made, thento the unpaid principal balance.

 

Notwithstandinganything to the contrary above, (i) if the Maker fails to make payment ofprincipal and interest hereunder in accordance with the terms and conditions ofthis Note and Software Agreement; (ii) if any voluntary or involuntaryproceeding shall be commenced by or against the Maker under any chapter of theFederal Bankruptcy Code, or other law relating to bankruptcy, bankruptcyreorganization, insolvency or relief of debtors applicable to the Maker, andsuch petition or proceeding is not dismissed within 30 days from the date onwhich it is filed or instituted; or the Maker defaults in the performance orobservance of any of its obligations under this Note, other than with respectto the payment of money, which default shall continue unremedied for a periodof 15 consecutive days after the receipt by the Maker of written notice fromthe holder of this Note specifying such default in reasonable detail (each a “Default”)then, in any such case, the principal amount, together with any accrued andunpaid interest, less any permitted principal amounts previously paidhereunder, shall become immediately due and payable by the Maker.

 

TheMaker hereby agrees that subject to the terms of this Note, and its obligationshereunder shall be continuing, absolute and unconditional and, without thebenefit of any defense, claim, set-off, recoupment, abatement or other right,existing or future, which the Maker may have against the Payee, or any otherentity, and shall remain in full force and effect until all the obligations ofthe Maker hereunder have been discharged.

 

Anythingin this Note to the contrary, notwithstanding, the Payee shall not be permittedto charge, take or receive, and the Maker shall not be obligated to pay,interest in excess of the maximum rate from time to time permitted byapplicable law.

 

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Exceptas otherwise permitted herein, the Maker hereby waives diligence, presentmentfor payment, demand, protest, notice of protest and additional notice of anykind.

 

Noforbearance, indulgence, delay or failure to exercise any right or remedy withrespect to this Note shall operate as a waiver, nor as an acquiesce in anydefault, nor shall any single or partial exercise of any right or remedypreclude any other or further exercise thereof or the exercise of any otherright or remedy.

 

Allnotices and/or other communications relating to this Note shall be in writingand deemed delivered as of the date delivered, if delivered personally, or one (1) businessday after having been deposited with a courier, if sent by overnight courier,or after being sent by telecopy, if sent by telecopy (receipt confirmed), orthree (3) business days after having been mailed, if mailed by registeredor certified mail, postage prepaid, return receipt requested, sent to theaddress as first above set forth or to such other address as either of suchparties shall have designated by like notice to the other party.

 

ThisNote shall be binding upon the Maker and its successors and permitted assignsand shall inure to the benefit of the Payees and any of its successors andassigns.

 

ThisNote shall be governed in all respects, including validity, interpretation andeffect by the laws of the State of New York.

 

INWITNESS WHEREOF, the Maker has caused this Note to be executed as of this         day of June, 2009.

 
|       | **KENILWORTH  SYSTEMS CORPORATION** |
|------------|-------------------------------------|
|       |                                |
|       |                                |
| ** ** | **BY:**                             | **/S/  Herbert Lindo** |
| ** ** | **Chairman &  CEO**        |
|            |                                     |  |

 

 
| **STATE OF NEW YORK)** |
|------------------------|
|                   | **) ss:** |
| **COUNTY OF NASSAU)**  |

 

**On the 30****th**** day of October, 2009 before me, theundersigned, personally appeared Herbert Lindo, the Chairman and CEO of KenilworthSystems Corporation to me or provided to me on the basis of satisfactory evidenceto be the individual whose name is subscribed to the within instrument andacknowledged to me that he executed the same in his capacity, and that by hissignatures on the instrument.**

 
| ** ** |              |
|------------|-------------------|
| ** ** | **Notary Public** |

 

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