**Exhibit 10.1**

 

*****SAMPLE*****

 

**STOCKPURCHASE 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

 

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Residing at                                                          (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 $0.01per share, together with an Option to acquire an additional one million twohundred fifty thousand (1,250,000) restricted Common Shares at the exerciseprice of nine tenths and six one hundredths of a cent ($0.0096) inconsideration of the payment of TEN THOUSAND DOLLARS ($10,000).

 

The Option Grant is for aperiod of two (2) years from the date hereof and may be exercised at anytime during the Option period in groupings of not less than two hundredthousand (200,000) shares each, by notifying the Company and remitting paymentfor the shares.  The holding period for the Optioned Shares commences whenthe funds for the Shares are received.  The issuance and the delivery ofthe shares and the Option Shares may require up to three (3) weeks.

 

Kenilworth represents therestrictive legends on the stock certificates may be removed by an exemptionavailable in SEC Regulation 144 B, after the Purchaser’s ownership of theshares 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                                                                                                                                                                                    |   |                                |

 

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