EXHIBIT
        4.2

      
        	 	 	 	 	 
	
                NUMBER

                 

                U-__________

              	
              	 	
              	
                SERIES
                  B UNITS

              
	 	 	 
	
                SEE
                  REVERSE FOR

                CERTAIN
                  DEFINITIONS

                 

              	
                STONELEIGH
                  PARTNERS ACQUISITION CORP.

              	 
	 	 	 
	 	 	
                CUSIP
                  ___________

              
	 	 	 


      

      SERIES
        B UNITS CONSISTING OF TWO SHARES OF CLASS B COMMON STOCK AND TWO CLASS W
        WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK 

       

      THIS
        CERTIFIES THAT
        ______________________________________________________________________________________________ 

      


      is
        the
        owner of
        _______________________________________________________________________________________________________
        Series B Units.

      


      Each
        Series B Unit (“Series B Unit”) consists of two (2) shares of Class B common
        stock, par value $.0001 per share (“Class B Common Stock”), of Stoneleigh
        Partners Acquisition Corp., a Delaware corporation (the “Company”), and two (2)
        Class W Warrants (the “Class W Warrants”). Each Class W Warrant entitles the
        holder to purchase one (1) share of common stock, par value $.0001 per share
        (the “Common Stock”) for $5.00 per share (subject to adjustment). Each Class W
        Warrant will become exercisable on the later of Company’s completion of a
        business combination and [_____], 2007. The Class W Warrants will expire
        unless
        exercised before 5:00 p.m., New York City time, on [_____], 2011, or earlier
        upon redemption. The Class B Common Stock and Class W Warrants comprising
        the
        Series B Units represented by this certificate are not transferable separately
        prior to [_____], 2006, subject to earlier separation in the discretion of
        HCFP/Brenner Securities LLC. The terms of the Class W Warrants are governed
        by a
        Warrant Agreement, dated as of [_____], 2006, between the Company and
        Continental Stock Transfer & Trust Company, as Warrant Agent (the “Warrant
        Agreement”), and are subject to the terms and provisions contained therein, all
        of which terms and provisions the holder of this certificate consents to
        by
        acceptance hereof. Copies of the Warrant Agreement are on file at the office
        of
        the Warrant Agent at 17 Battery Place, New York, New York 10004, and are
        available to any holder of Class W Warrants on written request and without
        cost.


      This
        certificate is not valid unless countersigned by the Transfer Agent and
        Registrar of the Company.

      Witness
        the facsimile seal of the Company and the facsimile signature of its duly
        authorized officers.

       

      
         

        
          
            	
                    By

                  	 	 
	    
	 	       

	
                    President

                  	
                     

                  	
                    Assistant
                      Secretary

                  


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Stoneleigh
        Partners Acquisition Corp.

       

      The
        Company will furnish without charge to each stockholder who so requests,
        a
        statement of the powers, designations, preferences and relative, participating,
        optional or other special rights of each class of stock or series thereof
        of the
        Company and the qualifications, limitations, or restrictions of such preferences
        and/or rights. 

       

      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

       

    

    
      
        
          	
                  TEN
                    COM - as tenants in common

                	
                  UNIF
                    GIFT MIN ACT - _____ Custodian ______

                
	
                  TEN
                    ENT - as tenants by the entireties

                	
                                                            
                    (Cust)                   
                    (Minor)

                
	
                  JT
                    TEN -as joint tenants with right of survivorship

                	
                  under
                    Uniform Gifts to Minors

                
	
                  and
                    not as tenants in common

                	
                  Act
                    ______________

                
	 	
                                    
                    (State)

                


        

        


        Additional
          Abbreviations may also be used though not in the above list.

         

        For
          value received, ___________________________ hereby sell, assign and transfer
          unto

        


        PLEASE
          INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING
          NUMBER OF ASSIGNEE

        
          


          
            	     



          

        

        


        


        
          
            

          

        

        (PLEASE
          PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
          ASSIGNEE)

         

         

          
            

          

        

         

          
            

          

        

         

          ______________________________________________________________________________________________________
            Series B Units

        

        


        represented
          by the within Certificate, and do hereby irrevocably constitute and
          appoint

         

        _________________________________________________________________________________________________________________________Attorney

        to
          transfer the said Series B Units on the books of the within named Company
          will
          full power of substitution in the premises.

        


        Dated
          ___________________________

        


        __________________________________________________________________________________

        
          
            	 	 	 


          

          
            	 	
                    Notice:

                  	
                    The
                      signature to this assignment must correspond with the name
                      as written upon
                      the face of the certificate in every particular, without alteration
                      or
                      enlargement or any change
                      whatever.

                  


          

        

        


        Signature(s)
          Guaranteed:

         

        ____________________________________________________________________________

        THE
          SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
          INSTITUTION

        (BANKS,
          STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

        MEMBERSHIP
          IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

        PURSUANT
          TO S.E.C. RULE 17Ad-15.