**Exhibit 10.1**

 

*****SAMPLE*****

 

**STOCK PURCHASE AND OPTION AGREEMENT**

 
| $10,000 | Date:  |   |
|---------|-------------|--------|

 

FOR VALUE RECEIVED,KENILWORTH SYSTEMS CORPORATION (“Kenilworth” or the “Company”), a New YorkCorporation with offices at 185 Willis Avenue, Mineola, New York 11501 and

 

----

 

Residingat                                                                                                                                   (the“Purchaser”), hereby acquires and the Company hereby sells one million twohundred fifty thousand (1,250,000) shares of Kenilworth **restricted**Common Stock, par value $0.01 per share, together with an Option to acquire anadditional one million two hundred fifty thousand (1,250,000) restricted CommonShares at the exercise price of nine tenths and six one hundredths of a cent($0.0096) in consideration of the payment of TEN THOUSAND DOLLARS ($10,000).

 

TheOption Grant is for a period of two (2) years from the date hereof and maybe exercised at any time during the Option period in groupings of not less thantwo hundred thousand (200,000) shares each, by notifying the Company andremitting payment for the shares.  Theholding period for the Optioned Shares commences when the funds for the Sharesare received.  The issuance and thedelivery of the shares and the Option Shares may require up to three (3) weeks.

 

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

 
|                                                                                                                                                                                         | ** ** | **Kenilworth  Systems Corporation** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       | Herbert  Lindo, Chairman and CEO    |
| Attesting  to Mr. Lindo’s Signature Only:                                                                                                                                          |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
| Maureen  Plovnick, Assistant to Mr. Lindo                                                                                                                                               |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
| In  the event of exercising Optioned Shares, the Purchaser agrees to accept the  shares for investment and consents to the endorsement on said shares of an  appropriate restrictive legend. |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
|                                                                                                                                                                                         |       |                                |
| Purchaser                                                                                                                                                                                    |       |                                |

 

----