**Exhibit 99.1**

 

**TESTSIMULCAST AGREEMENT**

 

 

**By and Among:**

 

**Kenilworth Systems Corporation,**

 

**and**

 

** Caribbean Casino & GamingCorporation,**

 

 

**Dated as of June 9,2009**

 

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**TEST SIMULCAST AGREEMENT**

** **

This Test SimulcastAgreement (this “*Agreement*”) is effective as of June 9,2009 (the “*Effective Date*”) by and among KenilworthSystems 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 be referred to collectivelyherein as the “*Parties*” or individually as the “*Party.*”

 

# RECITALS

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A.            Caribbean is a gaming and entertainment corporation inthe Caribbean.  The Corporation operatesSousa Bay Grand Casino at Sousa Bay 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 “*DominicanGaming Authorities*”) to conduct the Simulcast, the Company desiresto conduct a six (6) month feasibility test simulcast of a single livein-progress roulette game from the Grand Casino (the “*Test*”)and Caribbean desires to permit Kenilworth to conduct the Test.

 

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# AGREEMENT

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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 EffectiveDate, Kenilworth shall promptly apply for, and exert Kenilworth’s commerciallyreasonable efforts to obtain, any and all required regulatory approvals fromthe Dominican Gaming Authorities and any other applicable governmentalauthorities for the transactions contemplated by this Agreement to conduct theTest (the “*Regulatory Approval*”).  Caribbean shall cooperate with Kenilworth inany required application to obtain the Regulatory Approval.  Such cooperation shall include, but not belimited to, Caribbean’s support of Kenilworth’s application to the appropriateGaming Authorities, *provided*, *however*, that any assistance provided by Caribbean pursuantto this Section 1, shall be at the sole cost and expense ofKenilworth.  The Parties acknowledge andagree that it may be necessary to modify the terms of this Agreement pursuantto either the Dominican Gaming Authorities or the Regulatory Approval and ifsuch is the case, the terms of the Regulatory Approval or the Dominican GamingAuthorities shall control.

 

2.             *Test Period*.  Upon obtaining the Regulatory Approval, theCompany shall identify the commencement date for the Test, such date being nolater than ninety (90) days from receipt of the Regulatory Approval (the “*Commencement**Date*”), and endsix (6) months thereafter (the “*Termination Date*”).  The Test shall run continuously duringregular operating hours of the Sousa Grand Casino from the Commencement Datethrough the Termination Date (the “*Test Period*”).

 

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3.             *Payments*.  Upon the Commencement Date, Kenilworth willissue one million (1,000,000) shares of its common stock, par value $.01 pershare (the “*Stock*”), to Caribbean or itsdesignees.  The Stock shall not beregistered under the Securities Act of 1933, as amended (the “*Act*”) and may not be sold, transferred, pledged, or offeredfor sale in the absence of an effective registration 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 inthe event it shall hereafter file a registration statement under the Act whichincludes shares on behalf of any shareholders of Kenilworth, it will givenotice in writing of said registration to Caribbean.  Kenilworth further acknowledges and agrees toinclude the Stock proportionately to the other shareholders included in theregistration statement, and to file same with the Securities and ExchangeCommission; and agrees to use its best efforts to cause the same to becomeeffective under said Act as promptly as possible, so that the Stock may bepublicly offered and sold by Caribbean after such effectiveness in compliancewith the requirements of said Act and other applicable provisions of federaland state securities laws.

 

5.             *Transmission Services;Future Equipment*.  Prior toKenilworth’s application for the Regulatory Approval, Kenilworth shall:

 

(a)   engage the services of a communicationnetwork and dissemination service provider to link the Simulcast of the Test toan internet network that is planned to be engaged in the broadcast of TexasHold’em and other events, from various islands in the Caribbean for

 

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distribution totelevision stations and networks, including, but not limited to, the AmericanBroadcasting Corporation and the National Broadcasting Corporation’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 Partiesacknowledge and agree that any such installation would only take place with theapproval of local Gaming Authorities and other similar regulatory bodies inother jurisdictions.

 

6.             *Test Parameters*.  Upon the Commencement Date, Kenilworth willconduct the Test at the Sousa Grand Casino using a single live in-progressroulette table game (the “*Table Game*”).  The Test shall be subject to, and conductedaccording to the following:

 

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

 

(b)       Costs and Expenses.  Kenilworth shall be solely responsible forall costs and expenses associated with the Test, including, but not limited to,any costs and expenses necessary to (i) be paid by Caribbean to meetregulatory requirements, or (ii) install, maintain or remove anyequipment, including, but not limited to, the Table Game, during the Test.

 

(c)       Equipment.  Kenilworth shall be solely responsible forinstalling, maintaining and removing all equipment utilized during theTest.  Within fourteen (14) days afterthe Termination Date, the Company will replace all equipment removed prior tothe test,

 

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including, but notlimited to, security-monitoring cameras, with such equipment as may be requiredby the Gaming Authorities.  To monitorthe Simulcast, Kenilworth shall provide a standard television set, connected viatelephone lines that shall 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 a communications link station (computer) withand shall install two (2) cameras over the Table Game.  Both of the cameras shall connect to thecommunication link.  Kenilworth shallprovide a large television monitor (the “*Monitor*”) to beutilized near the Table Game as set forth in Section 5(f) hereof.

 

(d)       Simulcast of the Test.  A communications crew employed by Kenilworthand located in an adjacent room to the casino shall monitor the Test fortransmission clarity and voice communication from the Table Game.  All simulcasts during the Test shall berecorded.  One (1) camera shall befocused on the roulette wheel and the second on the wagering portion of theTable Game.  The Simulcast shall showboth camera views at the same time for split picture presentation.  When the croupier 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 wagering takes place, commercialsfor the Sousa Grand Casino and local entities shall be displayed on the wheelpicture frame intermittently.  Thecameras shall not simulcast, record or reveal the faces or identities of theplayers at the Table Game or within the Sousa Grand Casino.

 

(e)       Personnel.  Caribbean shall designate key employees tosupervise and be responsible for the day-to-day operations and transmission ofthe Simulcast during the Test.  Caribbeanshall be immediately available at all times to respond to any inquiries orcommunications in relation to the Test from the local Gaming Authorities.  The Company shall

 

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promptly reimburseCaribbean for any and all expenses incurred by Caribbean in connection with anysuch inquiries or communications.

 

(f)        In-Casino Displays; Players Rewards.  At an appropriate location near the TableGame, the Monitor shall display the Simulcast allowing the Table Game playersto view the Simulcast and observe that their faces and identities are neversimulcast, recorded or revealed.  TheMonitor shall intermittently (i) display a text message description of theTest; and (ii) invite players that participate and wager in the Test tosign up with the either Kenilworth or Caribbean for future playercomplimentaries and rewards that may include casino complimentaries, rewards andfree trips to future simulcast sites, including, but not limited to, Europe andAsia (the “*Comps*”). Prior to the Commencement Date, Kenilworth and Caribbean shall determinethe nature, 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 silvermedallion to the players of the Table Game recognizing them as “*Pioneers in the Gaming Industry*.”

 

7.             *No Liability;Indemnification*.  Caribbeanacknowledges and agrees that Kenilworth shall not be liable to Caribbean or anythird party for any known or unknown losses, including, without limitation,gambling losses, debts, judgments, claims, actions, causes of action, suits fordamages, at law and in equity, damages, fines, fees, penalties, deficiencies,expenses, interest, court costs, fees of attorneys, accountants and otherexperts or other expenses of 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.

 

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Caribbean shall indemnifyKenilworth and its shareholders, officers, directors, managers, employees andagents in respect of, and hold each of them harmless from and against, any andall Losses suffered, incurred or sustained by any of them or to which any ofthem becomes subject, resulting from, arising out of, or relating to the Testor the Simulcast, 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 othercommunications hereunder must be in writing and will be deemed to have beenduly given only if delivered personally or by facsimile transmission or mailed(first class postage prepaid) to the Parties at the following addresses orfacsimile 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 itsaddress, facsimile number or other information for the purpose of notices tothat Party by giving notice specifying such change to the other Parties.

 

9.             *Entire Agreement*.  This Agreement supersedes all priordiscussions and agreements between or among any Parties with respect to thesubject matter hereof, and contains the sole and entire agreement among theParties with respect to such subject matter.

 

10.           *Expenses*.  Kenilworth and Caribbean shall each be solelyresponsible for their own legal and accounting fees and other costs andexpenses incurred in connection with the

 

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negotiation and executionof this Agreement and the transactions contemplated hereby.  Notwithstanding the foregoing, Section 24hereof shall apply with respect to any attorney fees or costs payable in theevent of any dispute that arises out of this Agreement.

 

11.           *Attorney Representation*.  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 haveread this Agreement in its entirety and fully understand its terms andprovisions.  The Parties have executedthis Agreement freely, voluntarily and without any coercion whatsoever, theyaccept all terms, conditions and provisions hereof.

 

12.           *Waiver; Remedies*.  Any term or condition of this Agreement maybe waived at any time by the Party that is entitled to the benefit thereof, butno such waiver shall be effective unless set forth in a written instrument dulyexecuted by or on behalf of the Party waiving such term or condition.  No waiver by any Party of any term orcondition of this Agreement, in any one or more instances, shall be deemed tobe or construed as a waiver of the same or any other term or condition of thisAgreement 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, supplementedor modified only by a written instrument duly executed by or on behalf of eachParty.

 

14.           *No Third Party Beneficiary*.  The terms and provisions of this Agreementare intended solely for the benefit of the Parties and their respectivesuccessors or permitted assigns.  TheParties do not intend to confer third-party beneficiary rights on any otherPerson.

 

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15.           *No Assignment*.  Neither this Agreement nor any right,interest or obligation hereunder may be assigned by any Party without the priorwritten consent of all the other Parties and any attempt to do so will be void.

 

16.           *Construction*.  In the event of any dispute regarding anyprovision of this Agreement, the terms of this Agreement shall be construedneutrally and shall not be construed against or in favor of either Party,notwithstanding the fact that one Party may have been responsible for draftingthe initial form of this Agreement.  TheParties acknowledge that they have each participated equally in the negotiationand drafting of this Agreement prior to execution.  The headings of the sections and paragraphsof this Agreement are for convenience only and in no way define, limit oraffect the scope and substance of any section or paragraph of this Agreement.  Wherever appropriate in this Agreement, thesingular shall be deemed to refer to the plural and the plural to the singular,and pronouns of certain genders shall be deemed to include either or both ofthe other genders.

 

17.           *Severability*.  It is agreed and understood that should anyof the provisions of this Agreement be determined by any court of competentjurisdiction to be invalid or void for any reason, that determination will notaffect the other terms of this Agreement that are fully severable and willcontinue to be binding upon the Parties. If, for example, one word in a section herein would be invalid or voidor would otherwise make a sentence or paragraph void, only that word or termshall be deemed stricken from the Agreement.

 

18.           *Jurisdiction; Venue*.  Each Party irrevocably consents that anylegal action or proceeding against it with respect to this Agreement may bebrought in any state or federal court in New York State, and by the executionand delivery of this Agreement each Party hereby

 

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accepts with regard toany such action or proceeding for itself and in respect of its property,generally and unconditionally, the jurisdiction of the aforesaid courts.

 

19.           *Governing Law*.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York, applicable to acontract executed and performed exclusively in such state, without givingeffect to the conflicts of laws principles thereof.

 

20.           *Counterparts and FacsimileExecution*.  This Agreement maybe executed in any number of counterparts, each of which will be deemed anoriginal, but all of which together will constitute one and the sameinstrument.  This Agreement may beexecuted with signatures transmitted by facsimile, and upon such transmissionshall constitute a valid and binding agreement of the executing party.  In such cases, the executing party shalldeliver to the other party an “*ink signed*”original of this Agreement by Federal Express or other reputable overnightdelivery service promptly thereafter.

 

21.           *Confidentiality. *Caribbean and Kenilworth agreethat all confidential information received by any such party from the otherParty will be kept confidential and will be used solely in connection with andin furtherance of the transaction contemplated by this Agreement and each ofKenilworth and Caribbean and their respective directors, officers, trustees,employees, advisors, agents, lenders and consultants (collectively, the “*Representatives*”) will not disclose in any manner whatsoever:(i) any such confidential information; (ii) the fact that any suchconfidential information has been made available; or (iii) the existenceof this Agreement; *provided, however,*that (x) each Party may make any disclosure of such information to whichthe other Party gives its prior written consent; (y) any of suchconfidential information may and

 

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shall only be disclosedto such Parties’ Representatives to the extent such Representatives need toknow such information in furtherance of the transaction contemplated by thisAgreement; and (z) the Parties may make any disclosures as are required bylaw or in connection with any proceedings before any regulatory bodies oragencies.  The term “*confidentialinformation*” as used in this Section 21 shall mean allproprietary information and data furnished by either Party or itsRepresentatives 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 include any information that (i) was or becomes generallyavailable to the public other than as a result of disclosure by either Party orits Representatives; (ii) was known by either Party or its Representativesprior to being furnished to such party by or on behalf of either Party; or (iii) wasor becomes available to either Party in a non-confidential basis from a sourceother than either Party or its Representatives, provided that the source ofsuch information was not known by the recipient to be bound by aconfidentiality agreement or other contractual, legal or fiduciary obligationof confidentiality with respect to such information. * *Any public announcement or similarpublicity with respect to this Agreement will be issued, if at all, at suchtime and in such manner as Kenilworth and Caribbean mutually determine.

 

22.           *Remedy for UnauthorizedDisclosure*.  The Partiesacknowledge and agree that any breach of their respective obligations under Section 21hereof may cause one or more of the other Parties irreparable harm, that it maybe difficult or impossible to measure the damages to such Party or Parties as aresult thereof, and that there may be no adequate remedy at law for

 

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such breach.  Accordingly, in the event of any such breach,the non-breaching Parties shall have the right to seek equitable relief fromany court of competent jurisdiction, including, without limitation, an injunctionor Order restraining any further such breach. The foregoing right of the non-breaching Parties is in addition to, andis 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 as follows:

 

(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)           Therespective termination rights of Kenilworth and Caribbean under this Section 23(b) arein addition to any other rights they may have under this Agreement or otherwiseat law or in equity, and the exercise of a termination right will not be anelection of

 

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remedies.  Ifthis Agreement is terminated pursuant to Section 23(a), all furtherobligations of the Parties will terminate, except that the obligations inSections 7, 18, 19, 21 and 22 shall survive; *provided*,*however*, that if this Agreement isterminated by either side because of a breach by the other side or because anyconditions to the terminating side’s obligations under this Agreement are notsatisfied as a result of the other side’s breach, active participation ordeliberate nonfeasance, then in addition to the forgoing, the terminatingside’s right to pursue all legal remedies at law or in equity shall survivesuch termination unimpaired.

 

24.           *Attorneys’ Fees.*  IfKenilworth or Caribbean brings any action to enforce their respective rightshereunder, the prevailing side shall be entitled to recover from the losingside all costs and expenses incurred in connection therewith, including, butnot limited to, attorneys’ fees, court costs and related expenses.

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of thedate 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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