**Exhibit 99.1**

 

**TESTSIMULCAST AGREEMENT**

 

By and Among:

 

Kenilworth SystemsCorporation,

 

and

 

 CaribbeanCasino & Gaming Corporation,

 

**Datedas of June 9, 2009**

 

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**TESTSIMULCAST AGREEMENT**

 

This Test SimulcastAgreement (this “*Agreement*”) iseffective as of June 9, 2009 (the “*EffectiveDate*”) by and among Kenilworth Systems Corporation, a New York,U.S.A. Corporation (“*Kenilworth”*or**the “*Company*”) and Caribbean Casino &Gaming Corporation (“*Caribbean*”)a Florida, U.S.A. Corporation.  Kenilworth and Caribbean may sometimes bereferred to collectively herein as the “*Parties*”or individually as the “*Party.*”

 

RECITALS

 

A.            Caribbean is a gaming and entertainment corporation inthe Caribbean.  The Corporation operates Sousa Bay Grand Casino at SousaBay Resort in Puerto Plata, Dominican Republic (the “*Sousa Grand Casino*”).

 

B.            The Company desires to conduct a test of live in-progresscasino table games via internet television signals around the world (the “*Simulcast*”).

 

C.            In order to demonstrate the viability of the Simulcastand obtain permission from applicable gaming authorities of the DominicanRepublic, the local Liquor and Gaming Licensing Board and all other localregulatory and licensing bodies with authority over gaming activities anddevices in the Dominican Republic (collectively, the “*Dominican Gaming Authorities*”) to conductthe Simulcast, the Company desires to conduct a six (6) month feasibilitytest simulcast of a single live in-progress roulette game from the Grand Casino(the “*Test*”) and Caribbean desiresto permit Kenilworth to conduct the Test.

 

AGREEMENT

 

NOW, THEREFORE, inconsideration of the foregoing recitals and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Kenilworth and Caribbean hereby agree as follows:

 

1.             *Regulatory Approval*. Within thirty (30) days of the Effective Date, Kenilworth shall promptly applyfor, and exert Kenilworth’s commercially reasonable efforts to obtain, any andall required regulatory approvals from the Dominican Gaming Authorities and anyother applicable governmental authorities for the transactions contemplated bythis Agreement to conduct the Test (the “*RegulatoryApproval*”).  Caribbean shall cooperate with Kenilworth in anyrequired application to obtain the Regulatory Approval.  Such cooperationshall include, but not be limited to, Caribbean’s support of Kenilworth’sapplication to the appropriate Gaming Authorities, *provided*, *however*,that any assistance provided by Caribbean pursuant to this Section 1,shall be at the sole cost and expense of Kenilworth.  The Partiesacknowledge and agree that it may be necessary to modify the terms of thisAgreement pursuant to either the Dominican Gaming Authorities or the RegulatoryApproval and if such is the case, the terms of the Regulatory Approval or theDominican Gaming Authorities shall control.

 

2.             *Test Period*. Upon obtaining the Regulatory Approval, the Company shall identify thecommencement date for the Test, such date being no later than ninety (90) days fromreceipt of the Regulatory Approval (the “*Commencement**Date*”), and end six (6) monthsthereafter (the “*Termination Date*”). The Test shall run continuously during regular operating hours of the SousaGrand Casino from the Commencement Date through the Termination Date (the “*Test Period*”).

 

3.             *Payments*. Upon the Commencement Date, Kenilworth will issue one million (1,000,000)shares of its common stock, par value $.01 per share (the “*Stock*”), to Caribbean or itsdesignees.  The Stock shall not be registered under the Securities Act of1933, as amended (the “*Act*”) andmay not be sold, transferred, pledged, or offered for sale in the absence of aneffective registration

 

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statement relating to theStock under said Act, or an opinion of counsel rendered to the Company thatsuch registration is not required or an exemption from the Act is available.

 

4.             *Registration of Stock*. Kenilworth acknowledges and agrees that in the event it shall hereafter file aregistration statement under the Act which includes shares on behalf of anyshareholders of Kenilworth, it will give notice in writing of said registrationto Caribbean.  Kenilworth further acknowledges and agrees to include theStock proportionately to the other shareholders included in the registrationstatement, and to file same with the Securities and Exchange Commission; andagrees to use its best efforts to cause the same to become effective under saidAct as promptly as possible, so that the Stock may be publicly offered and soldby Caribbean after such effectiveness in compliance with the requirements ofsaid Act and other applicable provisions of federal and state securities laws.

 

5.             *TransmissionServices; Future Equipment*.  Prior to Kenilworth’s applicationfor the Regulatory Approval, Kenilworth shall:

 

(a)           engage the services of acommunication network and dissemination service provider to link the Simulcastof the Test to an internet network that is planned to be engaged in thebroadcast of Texas Hold’em and other events, from various islands in theCaribbean fordistribution to television stations and networks, including, but notlimited to, the American Broadcasting Corporation and the National BroadcastingCorporation’s network; and

 

(b)           identify licensed gaming equipmentmanufacturers and software designers that shall participate in the design andmanufacture of future table game terminals suitable to participate in theSimulcast, which shall be manufactured by independent manufacturers and can beinstalled in locations worldwide, including, but not limited to, resorts,hotels, bars and racetracks.  The Parties acknowledge and agree that anysuch installation would only take place with the approval of local GamingAuthorities and other similar regulatory bodies in other jurisdictions.

 

6.             *Test Parameters*. Upon the Commencement Date, Kenilworth will conduct the Test at the Sousa GrandCasino using a single live in-progress roulette table game (the “*Table Game*”).  The Test shall besubject to, and conducted according to the following:

 

(a)           Location of Table Game. Upon the Commencement Date and with the consent of Caribbean, which consentshall not be unreasonably withheld, Kenilworth shall designate the locationwithin the Sousa Grand Casino of the Table Game.

 

(b)           Costs and Expenses. Kenilworth shall be solely responsible for all costs and expenses associatedwith the Test, including, but not limited to, any costs and expenses necessaryto (i) be paid by Caribbean to meet regulatory requirements, or (ii) install,maintain or remove any equipment, including, but not limited to, the TableGame, during the Test.

 

(c)           Equipment.  Kenilworthshall be solely responsible for installing, maintaining and removing allequipment utilized during the Test.  Within fourteen (14) days after theTermination Date, the Company will replace all equipment removed prior to thetest,including,but not limited to, security-monitoring cameras, with such equipment as may berequired by the Gaming Authorities.  To monitor the Simulcast, Kenilworthshall provide a standard television set, connected via telephone lines thatshall receive the Simulcast.  Caribbean may, in its sole discretion, placetelevision monitors within any offices located at the Sousa Grand Casino forthe sole purpose of monitoring the Test.  Kenilworth shall provide acommunications link station (computer) with and shall install two (2) camerasover the Table Game.  Both of the cameras shall connect to thecommunication link.  Kenilworth shall provide a large television monitor(the “*Monitor*”) to be utilizednear the Table Game as set forth in Section 5(f) hereof.

 

(d)           Simulcast of the Test.  Acommunications crew employed by Kenilworth and located in an adjacent room tothe casino shall monitor the Test for transmission clarity and voicecommunication from the Table Game.  All simulcasts during the Test shallbe recorded.  One (1) camera shall be focused on the roulette wheeland the second on the wagering portion of the Table Game.  The Simulcastshall show both camera views at the same time for split picturepresentation.  When the croupier 

 

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states no more bets, theview from the camera trained on the roulette wheel shall be displayed aloneuntil the ball comes to rest on one of the numbers.  While the wageringtakes place, commercials for the Sousa Grand Casino and local entities shall bedisplayed on the wheel picture frame intermittently.  The cameras shallnot simulcast, record or reveal the faces or identities of the players at theTable Game or within the Sousa Grand Casino.

 

(e)           Personnel.  Caribbeanshall designate key employees to supervise and be responsible for theday-to-day operations and transmission of the Simulcast during the Test. Caribbean shall be immediately available at all times to respond to anyinquiries or communications in relation to the Test from the local GamingAuthorities.  The Company shallpromptly reimburse Caribbean for any and all expensesincurred by Caribbean in connection with any such inquiries or communications.

 

(f)            In-Casino Displays; PlayersRewards.  At an appropriate location near the Table Game, the Monitorshall display the Simulcast allowing the Table Game players to view theSimulcast and observe that their faces and identities are never simulcast,recorded or revealed.  The Monitor shall intermittently (i) display atext message description of the Test; and (ii) invite players thatparticipate and wager in the Test to sign up with the either Kenilworth orCaribbean for future player complimentaries and rewards that may include casinocomplimentaries, rewards and free trips to future simulcast sites, including,but not limited to, Europe and Asia (the “*Comps*”). Prior to the Commencement Date, Kenilworth and Caribbean shall determine thenature, amount and restrictions regarding the Comps and if permitted by theGaming Authorities, the Company shall deposit funds with Caribbean for theComps.  The Company may provide a silver medallion to the players of theTable Game recognizing them as “*Pioneers inthe Gaming Industry*.”

 

7.             *No Liability;Indemnification*.  Caribbean acknowledges and agrees thatKenilworth shall not be liable to Caribbean or any third party for any known orunknown losses, including, without limitation, gambling losses, debts,judgments, claims, actions, causes of action, suits for damages, at law and inequity, damages, fines, fees, penalties, deficiencies, expenses, interest,court costs, fees of attorneys, accountants and other experts or other expensesof litigation or other proceedings or of any claim, default or assessment(collectively, “*Losses*”), whichCaribbean may now have or hereafter acquire by reason of any Losses arisingunder, occurring by reason of, or in any way relating to the Test or theSimulcast, except to the extent such Losses occur as a result of theintentional or negligent acts or omissions of Kenilworth.Caribbean shall indemnify Kenilworth andits shareholders, officers, directors, managers, employees and agents inrespect of, and hold each of them harmless from and against, any and all Lossessuffered, incurred or sustained by any of them or to which any of them becomessubject, resulting from, arising out of, or relating to the Test or theSimulcast, except to the extent such Losses occur as a result of theintentional or negligent acts or omissions of Kenilworth.

 

8.             *Notices*. All notices, requests and other communications hereunder must be in writing andwill be deemed to have been duly given only if delivered personally or byfacsimile transmission or mailed (first class postage prepaid) to the Partiesat the following addresses or facsimile numbers:

 
| If to the  Company: | ** ** | **Kenilworth  Systems Corporation**    |
|---------------------|------------|----------------------------------------|
|                |       | 185 Willis Avenue,  Suite 4       |
|                |       | Mineola, N.Y. 11501                    |
|                |       | Attn: Herbert Lindo,  Chairman and CEO |
|                |       | Phone: (516) 741-1352                  |
|                |       | Fax: (516) 741-7194                    |
|                |       | Email: hlindo@kenilworthsys.com        |

 

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| If to Caribbean: |   | **Caribbean  Casino & Gaming Corporation** |
|------------------|--------|-----------------------------------------------------|
|             |   | Attn: Steven Swank,  Chief Executive Officer        |
|             |   | Phone: 809-307-0180                                 |
|             |   | Fax:                                                |
|             |   | Email:                                              |

 

All such notices,requests and other communications will (i) if delivered personally to theaddress specified in this Section 8, be deemed given upon delivery, (ii) ifdelivered by facsimile transmission to the facsimile number specified in this Section 8,be deemed given upon receipt, and (iii) if delivered by mail in the mannerand to the address specified in this Section 8, be deemed given uponreceipt (in each case regardless of whether such notice, request or othercommunication is received by any other person to whom a copy of such notice,request or other communication is to be delivered pursuant to this Section 8). Any Party from time to time may change its address, facsimile number or otherinformation for the purpose of notices to that Party by giving noticespecifying such change to the other Parties.

 

9.             *Entire Agreement*. This Agreement supersedes all prior discussions and agreements between or amongany Parties with respect to the subject matter hereof, and contains the soleand entire agreement among the Parties with respect to such subject matter.

 

10.           *Expenses*. Kenilworth and Caribbean shall each be solely responsible for their own legaland accounting fees and other costs and expenses incurred in connection withthenegotiationand execution of this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, Section 24 hereof shall apply with respectto any attorney fees or costs payable in the event of any dispute that arisesout of this Agreement.

 

11.           *AttorneyRepresentation*.  In the negotiation, preparation and executionof this Agreement, each Party has been represented by, or has been afforded theopportunity to consult with an attorney of such Party’s own choosing prior tothe execution of this Agreement and has been advised that it is in such Party’sbest interest to do so.  The Parties have read this Agreement in itsentirety and fully understand its terms and provisions.  The Parties haveexecuted this Agreement freely, voluntarily and without any coercionwhatsoever, they accept all terms, conditions and provisions hereof.

 

12.           *Waiver;Remedies*.  Any term or condition of this Agreement may bewaived at any time by the Party that is entitled to the benefit thereof, but nosuch waiver shall be effective unless set forth in a written instrument dulyexecuted by or on behalf of the Party waiving such term or condition.  Nowaiver by any Party of any term or condition of this Agreement, in any one ormore instances, shall be deemed to be or construed as a waiver of the same orany other term or condition of this Agreement on any future occasion.  Allremedies, either under this Agreement or by law or otherwise afforded, will becumulative and not alternative.

 

13.           *Amendment*. This Agreement may be amended, supplemented or modified only by a writteninstrument duly executed by or on behalf of each Party.

 

14.           *NoThird Party Beneficiary*.  The terms and provisions of thisAgreement are intended solely for the benefit of the Parties and theirrespective successors or permitted assigns.  The Parties do not intend toconfer third-party beneficiary rights on any other Person.

 

15.           *NoAssignment*.  Neither this Agreement nor any right, interest orobligation hereunder may be assigned by any Party without the prior writtenconsent of all the other Parties and any attempt to do so will be void.

 

16.           *Construction*. In the event of any dispute regarding any provision of this Agreement, theterms of this Agreement shall be construed neutrally and shall not be construedagainst or in favor of either Party, notwithstanding the fact that one Partymay have been responsible for drafting the initial form of thisAgreement.  The Parties acknowledge that they have each participatedequally in the negotiation and drafting of this Agreement prior toexecution.  The headings of the sections and paragraphs of this 

 

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Agreement are for convenienceonly and in no way define, limit or affect the scope and substance of anysection or paragraph of this Agreement.  Wherever appropriate in thisAgreement, the singular shall be deemed to refer to the plural and the pluralto the singular, and pronouns of certain genders shall be deemed to includeeither or both of the other genders.

 

17.           *Severability*. It is agreed and understood that should any of the provisions of this Agreementbe determined by any court of competent jurisdiction to be invalid or void forany reason, that determination will not affect the other terms of thisAgreement that are fully severable and will continue to be binding upon theParties.  If, for example, one word in a section herein would be invalidor void or would otherwise make a sentence or paragraph void, only that word orterm shall be deemed stricken from the Agreement.

 

18.           *Jurisdiction;Venue*.  Each Party irrevocably consents that any legal actionor proceeding against it with respect to this Agreement may be brought in anystate or federal court in New York State, and by the execution and delivery ofthis Agreement each Party herebyaccepts with regard to any such action or proceedingfor itself and in respect of its property, generally and unconditionally, thejurisdiction of the aforesaid courts.

 

19.           *GoverningLaw*.  This Agreement shall be governed by and construed inaccordance with the laws of the State of New York, applicable to a contractexecuted and performed exclusively in such state, without giving effect to theconflicts of laws principles thereof.

 

20.           *Counterpartsand Facsimile Execution*.  This Agreement may be executed in anynumber of counterparts, each of which will be deemed an original, but all ofwhich together will constitute one and the same instrument.  ThisAgreement may be executed with signatures transmitted by facsimile, and uponsuch transmission shall constitute a valid and binding agreement of theexecuting party.  In such cases, the executing party shall deliver to theother party an “*ink signed*”original of this Agreement by Federal Express or other reputable overnightdelivery service promptly thereafter.

 

21.           *Confidentiality. *Caribbean and Kenilworth agree that all confidential informationreceived by any such party from the other Party will be kept confidential andwill be used solely in connection with and in furtherance of the transactioncontemplated by this Agreement and each of Kenilworth and Caribbean and theirrespective directors, officers, trustees, employees, advisors, agents, lendersand consultants (collectively, the “*Representatives*”)will not disclose in any manner whatsoever: (i) any such confidentialinformation; (ii) the fact that any such confidential information has beenmade available; or (iii) the existence of this Agreement; *provided, however,* that (x) eachParty may make any disclosure of such information to which the other Partygives its prior written consent; (y) any of such confidential informationmay andshall onlybe disclosed to such Parties’ Representatives to the extent suchRepresentatives need to know such information in furtherance of the transactioncontemplated by this Agreement; and (z) the Parties may make anydisclosures as are required by law or in connection with any proceedings beforeany regulatory bodies or agencies.  The term “*confidential information*” as used in this Section 21shall mean all proprietary information and data furnished by either Party orits Representatives to the other party and shall be deemed to include withoutlimitation, all notes, analyses, compilations, studies, interpretations orother documents prepared by any of the Parties or any of their respectiveRepresentatives that contain, reflect or are based upon, in whole or in part,the information furnished to the parties or their Representatives; *provided, however,* that “*confidential information*” does not includeany information that (i) was or becomes generally available to the publicother than as a result of disclosure by either Party or its Representatives; (ii) wasknown by either Party or its Representatives prior to being furnished to suchparty by or on behalf of either Party; or (iii) was or becomes availableto either Party in a non-confidential basis from a source other than eitherParty or its Representatives, provided that the source of such information wasnot known by the recipient to be bound by a confidentiality agreement or othercontractual, legal or fiduciary obligation of confidentiality with respect tosuch information. * *Anypublic announcement or similar publicity with respect to this Agreement will beissued, if at all, at such time and in such manner as Kenilworth and Caribbeanmutually determine.

 

22.           *Remedyfor Unauthorized Disclosure*.  The Parties acknowledge and agreethat any breach of their respective obligations under Section 21 hereofmay cause one or more of the other Parties 

 

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irreparable harm, that itmay be difficult or impossible to measure the damages to such Party or Partiesas a result thereof, and that there may be no adequate remedy at law forsuch breach.  Accordingly, in theevent of any such breach, the non-breaching Parties shall have the right toseek equitable relief from any court of competent jurisdiction, including,without limitation, an injunction or Order restraining any further suchbreach.  The foregoing right of the non-breaching Parties is in additionto, and is not intended to limit or waive, any other rights or remedies of suchParties, at law or in equity.

 

23.           *Termination*.

 

(a)           This Agreement may be terminated asfollows:

 

(i)            by Kenilworth, upon written noticeto Caribbean, if Caribbean materially breaches this Agreement and Kenilworthhas not waived such breach by written notice thereof to Caribbean;

 

(ii)           by Caribbean, upon written notice toKenilworth, if Kenilworth materially breaches this Agreement and Caribbean hasnot waived such breach by written notice thereof to the Company;

 

(iii)          by mutual written consent ofKenilworth and Caribbean; or

 

(iv)          upon the denial of the RegulatoryApproval; or

 

(v)           the failure of Kenilworth to obtainthe Regulatory Approval within one (1) year from the Effective Date.

 

(b)           The respective termination rights ofKenilworth and Caribbean under this Section 23(b) are in addition toany other rights they may have under this Agreement or otherwise at law or inequity, and the exercise of a termination right will not be an election ofremedies.  If this Agreement isterminated pursuant to Section 23(a), all further obligations of theParties will terminate, except that the obligations in Sections 7, 18, 19,21 and 22 shall survive; *provided*,*however*, that if this Agreementis terminated by either side because of a breach by the other side or becauseany conditions to the terminating side’s obligations under this Agreement arenot satisfied as a result of the other side’s breach, active participation ordeliberate nonfeasance, then in addition to the forgoing, the terminating side’sright to pursue all legal remedies at law or in equity shall survive suchtermination unimpaired.

 

24.           *Attorneys’Fees.*  If Kenilworth or Caribbean brings any action to enforcetheir respective rights hereunder, the prevailing side shall be entitled torecover from the losing side all costs and expenses incurred in connectiontherewith, including, but not limited to, attorneys’ fees, court costs andrelated expenses.

 

 

IN WITNESS WHEREOF, theParties have executed this Agreement as of the date first set forth above.

 

 
| **KENILWORTH**                   |                                    | **CARIBBEAN**                                    |
|----------------------------------|-----------------------------------------|--------------------------------------------------|
| KENILWORTH SYSTEMS  CORPORATION, |                                    | CARIBBEAN  CASINO & GAMING CORPORATION, |
| a New York Corporation           |                                    | A Florida Corporation                            |
|                             |                                    |                                             |
|                             |                                    |                                             |
| By:                              | /s/ Herbert Lindo                       |                                             | By: | /s/ Steven Swank |
|                             | Herbert Lindo, Chief  Executive Officer |                                             |   | Steven Swank, Chief  Executive Officer |

 

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