EXHIBIT
      10.8

     

    REGISTRATION
      RIGHTS AGREEMENT (“Agreement”)
      is entered into as of the ___ day of _____, 2006, by and among STONELEIGH
      PARTNERS ACQUISITION CORP.,
      a
      Delaware corporation (the “Company”), and the undersigned parties listed under
      Investor on the signature page hereto (each, an “Investor” and collectively, the
“Investors”). 

    _____________________________

     

    The
      Investors currently hold all of the issued and outstanding securities of the
      Company; and

     

    The
      Investors and the Company desire to enter into this Agreement to provide the
      Investors with certain rights relating to the registration of shares of Common
      Stock and Warrants (as defined below) held by them and/or issuable upon exercise
      of the Warrants held by them, as applicable. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

     

    1. DEFINITIONS.
      The following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “Form
      S-3”
is
      defined in Section 2.3.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    
      
         

      

      
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    “Investor”
is
      defined in the preamble to this Agreement.

     

    “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

    “IPO”
is
      defined as the Company’s initial public offering pursuant to Registration
      Statement No. 333- _______.

     

    “Maximum
      Number of Shares”
is
      defined in Section 2.1.4.

     

    “Notices”
is
      defined in Section 6.3.

     

    “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Prospectus”
means
      the Company’s prospectus relating to the IPO.

     

    “Register,”
      “registered”
and
      “registration”
mean
      a
      registration effected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registrable
      Securities”
means
      all of the shares of Common Stock or Warrants owned or held by Investors, as
      well as all of the shares of Common Stock issuable upon the exercise of all
      of
      the Warrants owned or held by Investors. Registrable Securities include any
      warrants, shares of capital stock or other securities of the Company issued
      as a
      dividend or other distribution with respect to or in exchange for or in
      replacement of such shares of Common Stock and/or Warrants, as applicable.
      As to
      any particular Registrable Securities, such securities shall cease to be
      Registrable Securities when: (a) a Registration Statement with respect to
      the sale of such securities shall have become effective under the Securities
      Act
      and such securities shall have been sold, transferred, disposed of or exchanged
      in accordance with such Registration Statement; (b) such securities shall
      have been otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; or (c) such securities shall have ceased to be outstanding,
      or (d) the Securities and Exchange Commission makes a definitive determination
      to the Company that the Registrable Securities are salable under Rule
      144(k).

     

    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or its successor, or any registration statement
      covering only securities proposed to be issued in exchange for securities or
      assets of another entity).

     

    “Release
      Date”
means
      the date upon which the Company consummates a “business combination” with a
“target business” as contemplated in the Company’s prospectus relating to its
      IPO.

     

    
      
         

      

      
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    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Trust
      Fund”
means
      the segregated trust account established by Continental Stock Transfer &
Trust Company, as trustee, to hold a portion of the net proceeds of the IPO
      for
      the benefit of the Company’s Class B stockholders as more fully described in the
      Prospectus.

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    “Warrants”
means
      the Class W Warrants and Class Z Warrants of the Company having the attributes
      described in the Prospectus and owned or held by Investors.

     

    2. REGISTRATION
      RIGHTS.

     

    2.1 Demand
      Registration.

     

    2.1.1. Request
      for Registration.
      At any
      time and from time to time on or after the Release Date, the holders of a
      majority-in-interest of the Registrable Securities held by the Investors or
      the
      transferees of the Investors, may make a written demand for registration under
      the Securities Act of all or part of their Registrable Securities (a
“Demand
      Registration”).
      Any
      demand for a Demand Registration shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Registrable
      Securities of the demand, and each holder of Registrable Securities who wishes
      to include all or a portion of such holder’s Registrable Securities in the
      Demand Registration (each such holder including shares of Registrable Securities
      in such registration, a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company. Upon any such request, the Demanding Holders
      shall be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 2.1.4 and the provisos set forth in
      Section 3.1.1. The Company shall not be obligated to effect more than an
      aggregate of two (2) Demand Registrations under this Section 2.1.1 in
      respect of Registrable Securities.

     

    2.1.2. Effective
      Registration.
      A
      registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided,
      however,
      that
      if, after such Registration Statement has been declared effective, the offering
      of Registrable Securities pursuant to a Demand Registration is interfered with
      by any stop order or injunction of the Commission or any other governmental
      agency or court, the Registration Statement with respect to such Demand
      Registration will be deemed not to have been declared effective, unless and
      until, (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
      elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      a Registration Statement that has been filed is counted as a Demand Registration
      or is terminated.

     

    
      
         

      

      
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    2.1.3. Underwritten
      Offering.
      If a
      majority-in-interest of the Demanding Holders so elect and such holders so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder to include its Registrable Securities in such registration shall
      be
      conditioned upon such holder’s participation in such underwriting and the
      inclusion of such holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Demanding Holders proposing to distribute their
      securities through such underwriting shall enter into an underwriting agreement
      in customary form with the Underwriter or Underwriters selected for such
      underwriting by a majority-in-interest of the holders initiating the Demand
      Registration. 

     

    2.1.4. Reduction
      of Offering.
      Subject
      to the rights of the holders of securities issued or issuable upon exercise
      of
      those certain Unit Purchase Options to be issued to HCFP/Brenner Securities
      LLC
      (“Brenner”) or its designees in connection with the Company’s IPO, if the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other shares of Common
      Stock or other securities which the Company desires to sell and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      written contractual piggy-back registration rights held by other shareholders
      of
      the Company who desire to sell, exceeds the maximum dollar amount or maximum
      number of shares that can be sold in such offering without adversely affecting
      the proposed offering price, the timing, the distribution method, or the
      probability of success of such offering (such maximum dollar amount or maximum
      number of shares, as applicable, the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro rata
      in
      accordance with the number of shares of Registrable Securities which such
      Demanding Holder has requested be included in such registration, regardless
      of
      the number of shares of Registrable Securities held by each Demanding Holder)
      that can be sold without exceeding the Maximum Number of Shares; (ii) second,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of
      Shares; (iii) third, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clauses (i) and (ii), the shares of Common
      Stock for the account of other persons that the Company is obligated to register
      pursuant to written contractual arrangements with such persons and that can
      be
      sold without exceeding the Maximum Number of Shares; and (v) fourth, to the
      extent that the Maximum Number of Shares have not been reached under the
      foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other
      shareholders desire to sell that can be sold without exceeding the Maximum
      Number of Shares.

     

    2.1.5. Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 2.1.1 and the Company shall not be obligated to include
      such Demand Holders’ Registrable Securities in such Registration
      Statement.

     

    
      
         

      

      
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    2.2 Piggy-Back
      Registration.

     

    2.2.1. Piggy-Back
      Rights.
      If at
      any time on or after the Release Date the Company proposes to file a
      Registration Statement under the Securities Act with respect to an offering
      of
      equity securities, or securities or other obligations exercisable or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for shareholders of the Company for their account (or by the
      Company and by shareholders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      shareholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then
      the Company shall (x) give written notice of such proposed filing to the holders
      of Registrable Securities as soon as practicable but in no event less than
      ten
      (10) days before the anticipated filing date, which notice shall describe the
      amount and type of securities to be included in such offering, the intended
      method(s) of distribution, and the name of the proposed managing Underwriter
      or
      Underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing Underwriter
      or
      Underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration to be included
      on the same terms and conditions as any similar securities of the Company and
      to
      permit the sale or other disposition of such Registrable Securities in
      accordance with the intended method(s) of distribution thereof. All holders
      of
      Registrable Securities proposing to distribute their securities through a
      Piggy-Back Registration that involves an Underwriter or Underwriters shall
      enter
      into an underwriting agreement in customary form with the Underwriter or
      Underwriters selected for such Piggy-Back Registration.

     

    2.2.2. Reduction
      of Offering.
      Subject
      to the rights of the holders of securities issued or issuable upon exercise
      of
      those certain Unit Purchase Options to be issued to Brenner or its designees
      in
      connection with the Company’s IPO, if the managing Underwriter or Underwriters
      for a Piggy-Back Registration that is to be an underwritten offering advises
      the
      Company and the holders of Registrable Securities in writing that the dollar
      amount or number of shares of Common Stock which the Company desires to sell,
      taken together with shares of Common Stock, if any, as to which registration
      has
      been demanded pursuant to written contractual arrangements with persons other
      than the holders of Registrable Securities hereunder, the Registrable Securities
      as to which registration has been requested under this Section 2.2, and the
      shares of Common Stock, if any, as to which registration has been requested
      pursuant to the written contractual piggy-back registration rights of other
      shareholders of the Company, exceeds the Maximum Number of Shares, then the
      Company shall include in any such registration:

     

    
      
         

      

      
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    (i) If
      the
      registration is undertaken for the Company’s account: (A) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock, if any, including the Registrable
      Securities, as to which registration has been requested pursuant to written
      contractual piggy-back registration rights of security holders (pro rata in
      accordance with the number of shares of Common Stock which each such person
      has
      actually requested to be included in such registration, regardless of the number
      of shares of Common Stock with respect to which such persons have the right
      to
      request such inclusion) that can be sold without exceeding the Maximum Number
      of
      Shares; and

     

    (ii) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than the holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (A) first, the shares of Common Stock for the
      account of the demanding persons that can be sold without exceeding the Maximum
      Number of Shares; (B) second, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clause (A), the shares of Common Stock
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; and (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), the Registrable Securities as to which registration has been requested
      under this Section 2.2 (pro rata
      in
      accordance with the number of shares of Registrable Securities held by each
      such
      holder); and (D) fourth, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clauses (A), (B) and (C), the
      shares of Common Stock, if any, as to which registration has been requested
      pursuant to written contractual piggy-back registration rights which such other
      shareholders desire to sell that can be sold without exceeding the Maximum
      Number of Shares.

     

    2.2.3. Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company may also elect to
      withdraw a registration statement at any time prior to the effectiveness of
      the
      Registration Statement. Notwithstanding any such withdrawal, the Company shall
      pay all expenses incurred by the holders of Registrable Securities in connection
      with such Piggy-Back Registration as provided in Section 3.3.

     

    2.3 Registrations
      on Form S-3.
      The
      holders of Registrable Securities may at any time and from time to time, request
      in writing that the Company register the resale of any or all of such
      Registrable Securities on Form S-3 or any similar short-form registration which
      may be available at such time (“Form
      S-3”);
      provided,
      however,
      that
      the Company shall not be obligated to effect such request through an
      underwritten offering. Upon receipt of such written request, the Company will
      promptly give written notice of the proposed registration to all other holders
      of Registrable Securities, and, as soon as practicable thereafter, effect the
      registration of all or such portion of such holder’s or holders’ Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities of any other holder or holders joining in such
      request as are specified in a written request given within fifteen (15) days
      after receipt of such written notice from the Company; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii)
      if
      the holders of the Registrable Securities, together with the holders of any
      other securities of the Company entitled to inclusion in such registration,
      propose to sell Registrable Securities and such other securities (if any) at
      any
      aggregate price to the public of less than $500,000. Registrations effected
      pursuant to this Section 2.3 shall not be counted as Demand Registrations
      effected pursuant to Section 2.1.

     

    
      
         

      

      
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    3. REGISTRATION
      PROCEDURES.

     

    3.1 Filings;
      Information.
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its best efforts to
      effect the registration and sale of such Registrable Securities in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request:

     

    3.1.1. Filing
      Registration Statement.
      The
      Company shall use its best efforts to, as expeditiously as possible after
      receipt of a request for a Demand Registration pursuant to Section 2.1,
      prepare and file with the Commission a Registration Statement on any form for
      which the Company then qualifies or which counsel for the Company shall deem
      appropriate and which form shall be available for the sale of all Registrable
      Securities to be registered thereunder in accordance with the intended method(s)
      of distribution thereof, and shall use its best efforts to cause such
      Registration Statement to become and use its best efforts to remain effective
      for the period required by Section 3.1.3; provided,
      however,
      that
      the Company shall have the right to defer any Demand Registration for up to
      thirty (30) days, and any Piggy-Back Registration for such period as may be
      applicable to deferment of any demand registration to which such Piggy-Back
      Registration relates, in each case if the Company shall furnish to the holders
      a
      certificate signed by the Chief Financial Officer of the Company stating that,
      in the good faith judgment of the Board of Directors of the Company, it would
      be
      materially detrimental to the Company and its shareholders for such Registration
      Statement to be effected at such time; provided further,
      however,
      that
      the Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than once in any 365-day period in respect
      of
      a Demand Registration hereunder.

     

    3.1.2. Copies.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3. Amendments
      and Supplements.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such Registration Statement and
      the prospectus used in connection therewith as may be necessary to keep such
      Registration Statement effective and in compliance with the provisions of the
      Securities Act until all Registrable Securities and other securities covered
      by
      such Registration Statement have been disposed of in accordance with the
      intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    
      
         

      

      
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    3.1.4. Notification.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify the holders
      of
      Registrable Securities included in such Registration Statement of such filing,
      and shall further notify such holders promptly and confirm such advice in
      writing in all events within two (2) business days of the occurrence of any
      of
      the following: (i) when such Registration Statement becomes effective;
      (ii) when any post-effective amendment to such Registration Statement
      becomes effective; (iii) the issuance or threatened issuance by the
      Commission of any stop order (and the Company shall take all actions required
      to
      prevent the entry of such stop order or to remove it if entered); and
      (iv) any request by the Commission for any amendment or supplement to such
      Registration Statement or any prospectus relating thereto or for additional
      information or of the occurrence of an event requiring the preparation of a
      supplement or amendment to such prospectus so that, as thereafter delivered
      to
      the purchasers of the securities covered by such Registration Statement, such
      prospectus will not contain an untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, and promptly make available to the holders
      of
      Registrable Securities included in such Registration Statement any such
      supplement or amendment; except that before filing with the Commission a
      Registration Statement or prospectus or any amendment or supplement thereto,
      including documents incorporated by reference, the Company shall furnish to
      the
      holders of Registrable Securities included in such Registration Statement and
      to
      the legal counsel for any such holders, copies of all such documents proposed
      to
      be filed sufficiently in advance of filing to provide such holders and legal
      counsel with a reasonable opportunity to review such documents and comment
      thereon, and the Company shall not file any Registration Statement or prospectus
      or amendment or supplement thereto, including documents incorporated by
      reference, to which such holders or their legal counsel shall
      object.

     

    3.1.5. State
      Securities Laws Compliance.
      The
      Company shall use its best efforts to (i) register or qualify the
      Registrable Securities covered by the Registration Statement under such
      securities or “blue sky” laws of such jurisdictions in the United States as the
      holders of Registrable Securities included in such Registration Statement (in
      light of their intended plan of distribution) may request and (ii) take
      such action necessary to cause such Registrable Securities covered by the
      Registration Statement to be registered with or approved by such other
      Governmental Authorities as may be necessary by virtue of the business and
      operations of the Company and do any and all other acts and things that may
      be
      necessary or advisable to enable the holders of Registrable Securities included
      in such Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph (e) or subject itself to taxation in any such jurisdiction or where
      it
      would cause the principal stockholders of the Company to be obligated to escrow
      their shares of capital stock of the Company.

     

    
      
         

      

      
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    3.1.6. Agreements
      for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such registration
      statement. No holder of Registrable Securities included in such registration
      statement shall be required to make any representations or warranties in the
      underwriting agreement except, if applicable, with respect to such holder’s
      organization, good standing, authority, title to Registrable Securities, lack
      of
      conflict of such sale with such holder’s material agreements and organizational
      documents, and with respect to written information relating to such holder
      that
      such holder has furnished in writing expressly for inclusion in such
      Registration Statement.

     

    3.1.7. Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8. Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement. The Company shall not be required to disclose any
      confidential information or other records to any Underwriter until and unless
      such persons shall have entered into reasonable confidentiality agreements
      (in
      form and substance reasonably satisfactory to the Company) with the Company
      with
      respect thereto.

     

    3.1.9. Opinions
      and Comfort Letters.
      The
      Company shall furnish to each holder of Registrable Securities included in
      any
      Registration Statement a signed counterpart, addressed to such holder, of
      (i) any opinion of counsel to the Company delivered to any Underwriter and
      (ii) any comfort letter from the Company’s independent public accountants
      delivered to any Underwriter. In the event no legal opinion is delivered to
      any
      Underwriter, the Company shall furnish to each holder of Registrable Securities
      included in such Registration Statement, at any time that such holder elects
      to
      use a prospectus, an opinion of counsel to the Company to the effect that the
      Registration Statement containing such prospectus has been declared effective
      and that no stop order is in effect.

     

    
      
         

      

      
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    3.1.10. Earnings
      Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its shareholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning within three (3) months after the effective date of the registration
      statement, which earnings statement shall satisfy the provisions of
      Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    3.1.11. Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designated or, if no such similar securities are then listed or
      designated, in a manner satisfactory to the holders of a majority of the
      Registrable Securities included in such registration.

     

    3.2 Obligation
      to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.4 (iv), or, in the case of a resale registration
      on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
      pursuant to a written insider trading compliance program adopted by the
      Company’s Board of Directors, of the ability of all “insiders” covered by such
      program to transact in the Company’s securities because of the existence of
      material non-public information, each holder of Registrable Securities included
      in any registration shall immediately discontinue disposition of such
      Registrable Securities pursuant to the Registration Statement covering such
      Registrable Securities until such holder receives the supplemented or amended
      prospectus contemplated by Section 3.1.4 (iv) or the restriction on the
      ability of “insiders” to transact in the Company’s securities is removed, as
      applicable, and, if so directed by the Company, each such holder will deliver
      to
      the Company all copies, other than permanent file copies then in such holder’s
      possession, of the most recent prospectus covering such Registrable Securities
      at the time of receipt of such notice.

     

    3.3 Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any Demand
      Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
      to Section 2.2, and any registration on Form S-3 effected pursuant to
      Section 2.3, and all expenses incurred in performing or complying with its
      other
      obligations under this Agreement, whether or not the Registration Statement
      becomes effective, including, without limitation: (i) all registration and
      filing fees; (ii) fees and expenses of compliance with securities or “blue
      sky” laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities); (iii) printing expenses;
      (iv) the Company’s internal expenses (including, without limitation, all
      salaries and expenses of its officers and employees); (v) the fees and
      expenses incurred in connection with the listing of the Registrable Securities
      as required by Section 3.1.11; (vi) National Association of Securities
      Dealers, Inc. fees; (vii) fees and disbursements of counsel for the Company
      and fees and expenses for independent certified public accountants retained
      by
      the Company (including the expenses or costs associated with the delivery of
      any
      opinions or comfort letters requested pursuant to Section 3.1.9);
      (viii) the fees and expenses of any special experts retained by the Company
      in connection with such registration and (ix)  the fees and expenses
      of one legal counsel selected by the holders of a majority-in-interest of the
      Registrable Securities included in such registration. The Company shall have
      no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the holders thereof, which
      underwriting discounts or selling commissions shall be borne by such holders.
      Additionally, in an underwritten offering, all selling shareholders and the
      Company shall bear the expenses of the underwriter pro rata in proportion to
      the
      respective amount of shares each is selling in such offering.

     

    
      
         

      

      
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    3.4 Information.
      The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and
      in connection with the Company’s obligation to comply with federal and
      applicable state securities laws.

     

    4. INDEMNIFICATION
      AND CONTRIBUTION.

     

    4.1 Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Investor and each other
      holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder applicable to the Company and relating to action or
      inaction required of the Company in connection with any such registration;
      and
      the Company shall promptly reimburse the Investor Indemnified Party for any
      legal and any other expenses reasonably incurred by such Investor Indemnified
      Party in connection with investigating and defending any such expense, loss,
      judgment, claim, damage, liability or action; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      expense, loss, claim, damage or liability arises out of or is based upon any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1.

     

    
      
         

      

      
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    4.2 Indemnification
      by Holders of Registrable Securities.
      Each
      selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any), and each other person, if any, who controls such selling
      holder or such underwriter within the meaning of the Securities Act, against
      any
      losses, claims, judgments, damages or liabilities, whether joint or several,
      insofar as such losses, claims, judgments, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or
      allegedly untrue statement of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to the Registration Statement, or arise out of or are based upon
      any
      omission or the alleged omission to state a material fact required to be stated
      therein or necessary to make the statement therein not misleading, if the
      statement or omission was made in reliance upon and in conformity with
      information furnished in writing to the Company by such selling holder expressly
      for use therein, and shall reimburse the Company, its directors and officers,
      and each such controlling person for any legal or other expenses reasonably
      incurred by any of them in connection with investigation or defending any such
      loss, claim, damage, liability or action. Each selling holder’s indemnification
      obligations hereunder shall be several and not joint and shall be limited to
      the
      amount of any net proceeds actually received by such selling
      holder.

     

    4.3 Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however,
      that
      the failure by the Indemnified Party to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party from any liability which the Indemnifying Party
      may have to such Indemnified Party hereunder, except and solely to the extent
      the Indemnifying Party is actually prejudiced by such failure. If the
      Indemnified Party is seeking indemnification with respect to any claim or action
      brought against the Indemnified Party, then the Indemnifying Party shall be
      entitled to participate in such claim or action, and, to the extent that it
      wishes, jointly with all other Indemnifying Parties, to assume control of the
      defense thereof with counsel satisfactory to the Indemnified Party. After notice
      from the Indemnifying Party to the Indemnified Party of its election to assume
      control of the defense of such claim or action, the Indemnifying Party shall
      not
      be liable to the Indemnified Party for any legal or other expenses subsequently
      incurred by the Indemnified Party in connection with the defense thereof other
      than reasonable costs of investigation; provided,
      however,
      that in
      any action in which both the Indemnified Party and the Indemnifying Party are
      named as defendants, the Indemnified Party shall have the right to employ
      separate counsel (but no more than one such separate counsel) to represent
      the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, consent to entry of judgment or effect any
      settlement of any claim or pending or threatened proceeding in respect of which
      the Indemnified Party is or could have been a party and indemnity could have
      been sought hereunder by such Indemnified Party, unless such judgment or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    4.4 Contribution.
      

     

    4.4.1. If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2. The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding Section
      4.4.1. The amount paid or payable by an Indemnified Party as a result of any
      loss, claim, damage, liability or action referred to in the immediately
      preceding paragraph shall be deemed to include, subject to the limitations
      set
      forth above, any legal or other expenses incurred by such Indemnified Party
      in
      connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section 4.4, no holder of
      Registrable Securities shall be required to contribute any amount in excess
      of
      the dollar amount of the net proceeds (after payment of any underwriting fees,
      discounts, commissions or taxes) actually received by such holder from the
      sale
      of Registrable Securities which gave rise to such contribution obligation.
      No
      person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent
      misrepresentation.

     

    5. UNDERWRITING
      AND DISTRIBUTION.

     

    5.1 Rule 144.
      The
      Company covenants that it shall file any reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such
      Rules may be amended from time to time, or any similar Rule or regulation
      hereafter adopted by the Commission.

     

    
      
         

      

      
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    6. MISCELLANEOUS.

     

    6.1 Other
      Registration Rights.
      The
      Company represents and warrants that no person, other than a holder of the
      Registrable Securities and
      the holders of securities issued or issuable upon exercise of those certain
      Unit
      Purchase Options to be issued to Brenner or its designees in connection with
      the
      Company’s initial public offering,
      has any
      right to require the Company to register any shares of the Company’s capital
      stock for sale or to include shares of the Company’s capital stock in any
      registration filed by the Company for the sale of shares of capital stock for
      its own account or for the account of any other person. 

     

    6.2 Assignment;
      No Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities by any such holder. This Agreement and the provisions hereof shall
      be
      binding upon and shall inure to the benefit of each of the parties and their
      respective successors and the permitted assigns of the Investor or holder of
      Registrable Securities or of any assignee of the Investor or holder of
      Registrable Securities. This Agreement is not intended to confer any rights
      or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Article 4 and this Section 6.2.

     

    6.3 Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telegram, telex or facsimile, addressed as set forth below, or to
      such
      other address as such party shall have specified most recently by written
      notice. Notice shall be deemed given on the date of service or transmission
      if
      personally served or transmitted by telegram, telex or facsimile; provided,
      that if
      such service or transmission is not on a business day or is after normal
      business hours, then such notice shall be deemed given on the next business
      day.
      Notice otherwise sent as provided herein shall be deemed given on the next
      business day following timely delivery of such notice to a reputable air courier
      service with an order for next-day delivery.

     

    To
      the Company:

    


    Stoneleigh
      Partners Acquisition Corp.

    555
      Fifth Avenue

    New York,
      New York 10017

    Attention:
      Chief Financial Officer

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    with
      a copy to:

    


    Blank
      Rome LLP

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York, NY 10174

    Attention:
      Robert J. Mittman, Esq.

    


    with
      a copy to:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York, NY 10174

    Attention:
      David Alan Miller, Esq.

    


    
      	 	
              -

            	
              and
                to -

            


    

    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue

    17th
      Floor

    New
      York,
      New York 10106

    


    To
      an
      Investor, to:

    


    Gary
      P.
      Engle

    c/o
      PLM
      International Inc.

    200
      Nyala
      Farms

    Westport,
      CT 06880

    


    JAC
      Opportunity Fund I, LLC

    c/o
      PLM
      International Inc.

    200
      Nyala
      Farms

    Westport,
      CT 06880

    Attn:
      James A. Coyne

    


    Milton
      J.
      Walters

    c/o
      PLM International Inc.

    555
      Fifth Avenue

    New
      York,
      New York 10017

    


    Geoffrey
      A. Thompson

    c/o
      PLM
      International Inc.

    555
      Fifth Avenue

    New
      York,
      New York 10017

    


    Michael
      Clayton

    c/o
      PLM
      International Inc.

    200
      Nyala
      Farms

    Westport,
      CT 06880

     

    
      
         

      

      
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    6.4 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    6.5 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.6 Entire
      Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.7 Modifications
      and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party.

     

    6.8 Titles
      and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.9 Waivers
      and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided
      that
      such waiver will not be effective against the waiving party unless it is in
      writing, is signed by such party, and specifically refers to this Agreement.
      Waivers may be made in advance or after the right waived has arisen or the
      breach or default waived has occurred. Any waiver may be conditional. No waiver
      of any breach of any agreement or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof nor of any other agreement
      or provision herein contained. No waiver or extension of time for performance
      of
      any obligations or acts shall be deemed a waiver or extension of the time for
      performance of any other obligations or acts.

     

    6.10 Remedies
      Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, the Investor or any other holder
      of Registrable Securities may proceed to protect and enforce its rights by
      suit
      in equity or action at law, whether for specific performance of any term
      contained in this Agreement or for an injunction against the breach of any
      such
      term or in aid of the exercise of any power granted in this Agreement or to
      enforce any other legal or equitable right, or to take any one or more of such
      actions, without being required to post a bond. None of the rights, powers
      or
      remedies conferred under this Agreement shall be mutually exclusive, and each
      such right, power or remedy shall be cumulative and in addition to any other
      right, power or remedy, whether conferred by this Agreement or now or hereafter
      available at law, in equity, by statute or otherwise.

     

    
      
         

      

      
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    6.11 Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of New York applicable to agreements made
      and to be performed within the State of New York, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction. 

     

    6.12 Waiver
      of Trial by Jury.
      Each
      party hereby irrevocably and unconditionally waives the right to a trial by
      jury
      in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the Investor
      in the negotiation, administration, performance or enforcement
      hereof.

     

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have caused this Registration Rights Agreement to be executed and
      delivered by their duly authorized representatives as of the date first written
      above.

     

    STONELEIGH
      PARTNERS ACQUISITION
      CORP.

    a
      Delaware corporation

     

    By:_______________________________________

    Name:

    Title:

     

    INVESTORS:

    ____________________________________

    Gary
      D.
      Engle

     

     

    JAC
      Opportunity Fund I, LLC

     

    By:_______________________________________

    Name: James
      Coyne

    Title: Manager

     

     

    ___________________________

    Milton
      J.
      Walters

     

    ___________________________

    Geoffrey
      A. Thompson

     

    ___________________________

    Michael
      Clayton

     

    
      
         

      

        18