Exhibit
      10.1

    


    FORM
      OF COMMON STOCK PURCHASE AGREEMENT

    


    AGREEMENT
      entered
      into as of the ____ day of September, 2007, by and between Wentworth
      II, Inc. a Delaware corporation with an address at 936A Beachland Boulevard,
      Suite 13, Vero Beach, FL 32963 (the “Company”) and _______________,
      an
      individual with an address _____________________ (“Consultant”).

    


    WHEREAS,
      the Company desires to sell an aggregate of _______ shares (the “Shares”) of the
      Company’s common stock, par value $.01 per share (the “Common Stock”) to
      Consultant upon the terms and conditions hereof.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      contained, the Company and Consultant hereby agree as follows:

    


    SECTION
      1: SALE OF THE SHARES

    


    1.1
      Sale
      of the Shares.
      Subject
      to the terms and conditions hereof, the Company will sell and deliver to the
      Consultant, upon the execution and delivery hereof, the Shares in consideration
      for services previously rendered to the Company by Consultant, where such
      services are valued at $_____, or $0.50 per Share.

     

    SECTION
      2: CLOSING DATE; DELIVERY

    


    2.1
      Closing
      Date.
      The
      closing of the sale of the Shares hereunder (the “Closing”) shall be held
      immediately following the execution and delivery of this Agreement.

    


    2.2
      Delivery
      at Closing.
      At the
      Closing, the Company will deliver to Consultant a stock certificate registered
      in Consultant’s name, representing the number of Shares to be issued to
      Consultant hereunder. 

    


    SECTION
      3: REPRESENTATIONS AND WARRANTIES OF CONSULTANT

    


    The
      undersigned Consultant hereby represents and warrants to the Company as
      follows:

     

    3.1
      Transfer
      of Shares.
      The
      Shares have not been registered under the Securities Act of 1933, as amended
      (the “Securities Act”) and cannot be sold or otherwise transferred without an
      effective registration or an exemption therefrom, but may not be sold pursuant
      to the exemptions provided by Section 4(1) of the Securities Act or Rule 144
      under the Securities Act, in accordance with the letter from Richard K. Wulff,
      Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      (the “SEC”) Division of Corporation Finance,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.

    


    3.2
      Investment
      Purpose.
      Consultant understands that no federal or state agency has made any finding
      or
      determination regarding the fairness of the Shares for investment, or any
      recommendation or endorsement of an investment in the Shares. Consultant hereby
      represents that he is purchasing the Shares for his own account, with the
      intention of holding the Shares, with no present intention of dividing or
      allowing others to participate in this investment or of reselling or otherwise
      participating, directly or indirectly, in a distribution of the Shares, and
      shall not make any sale, transfer, or pledge thereof without registration under
      the Securities Act and any applicable securities laws of any state unless an
      exemption from registration is available under those laws.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3
      Experience.
      Consultant has such knowledge and experience in financial and business matters
      that he is capable of evaluating the merits and risks of investment in the
      Company and of making an informed investment decision. Consultant further
      understands that his investment in the Shares is speculative, and he may not
      receive any return on his investment.

    


    3.4
      Investment
      Representation.
      Consultant represents that he has adequate means of providing for his current
      needs and has no need for liquidity in this investment in the Shares. Consultant
      has no reason to anticipate any material change in his financial condition
      for
      the foreseeable future. Consultant is financially able to bear the economic
      risk
      of this investment, including the ability to hold the Shares indefinitely or
      to
      afford a complete loss of his investment in the Shares. Consultant represents
      that his overall commitment to investments which are not readily marketable
      is
      not disproportionate to his net worth, and Consultant’s investment in the Shares
      will not cause such overall commitment to become excessive. 

    


    3.5
      No
      Intent to Resell.
      Consultant understands that the statutory basis on which the Shares are being
      sold to Consultant would not be available if Consultant’s present intention were
      to hold the Shares for a fixed period or until the occurrence of a certain
      event. Consultant realizes that in the view of the SEC, a purchase now with
      a
      present intent to resell by reason of a foreseeable specific contingency or
      any
      anticipated change in the market value, or in the condition of the Company,
      or
      that of the industry in which the business of the Company is engaged or in
      connection with a contemplated liquidation, or settlement of any loan obtained
      by Consultant for the acquisition of the Shares, and for which such Shares
      may
      be pledged as security or as donations to religious or charitable institutions
      for the purpose of securing a deduction on an income tax return, would, in
      fact,
      represent a purchase with an intent inconsistent with Consultant’s
      representations and the SEC would then regard such sale as a sale for which
      the
      exemption from registration is not available. 

    


    3.6
      Access
      to Information; Opportunity to Ask Questions.
      Consultant and Consultant’s own independent counsel, accountants, financial
      advisers and tax advisers (collectively, the “Advisers”) have had access to the
      offices, properties, books and records, financial and other data and information
      concerning the Company’s affairs as they may reasonably request. Consultant has
      had a full and fair opportunity to make inquiries about the terms and conditions
      of this Agreement, to discuss the same and all related matters with his
      Advisers. Consultant has been given the opportunity to ask questions of, and
      receive answers from the Company concerning the terms and conditions of this
      Agreement and to obtain such additional written information about the Company.
      Notwithstanding the foregoing, Consultant has had the opportunity to conduct
      his
      own independent investigation. Consultant acknowledges that he has received
      no
      representations or warranties from the Company in making this investment
      decision other than as expressly set forth herein.

    


    3.7
      Legends.
      Consultant acknowledges that the certificate for the Shares which Consultant
      will receive will contain the following legend substantially as
      follows:

    


    “THE
      SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES
      AN
      OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

    


    


    SECTION
      4: MISCELLANEOUS

    


    4.1
      Governing
      Law.
      This
      Agreement shall be governed in all respects by the laws of the State of
      Delaware, without regard to conflicts of laws principles
      thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2
      Survival.
      The
      terms, conditions and agreements made herein shall survive the Closing.


    


    4.3
      Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, legatees,
      executors and administrators of the parties hereto.

    


    4.4
      Entire
      Agreement; Amendment; Waiver.
      This
      Agreement constitutes the entire and full understanding and agreement between
      the parties with regard to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be amended, waived, discharged or terminated, except by
      a
      written instrument signed by all the parties hereto.

    


    4.5
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together, shall constitute one
      instrument.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands as of the day and year first above
      written.

    


    
      	 	
              WENTWORTH
                II, INC.

            
	 	 	     
              
	 	 	 
	 	
              By:

            	
              /s/
                Kevin R. Keating

            
	 	
              Name:

            	
              Kevin
                R. Keating

            
	 	
              Title:

            	
              President

            
	 	 	     
              
	 	 	 
	 	
              CONSULTANT

            
	 	 	     

	 	 	 
	 	    
	
              /s/
                Consultant

            
	 	
              Consultant