EXHIBIT
      4.8

     

    WARRANT
      AGREEMENT

     

    Agreement
      made as of __________, 2006 between Stoneleigh Partners Acquisition Corp.,
      a
      Delaware corporation, with offices at c/o PLM International, Inc., 555 Fifth Avenue,
      New York, New York 10017 (“Company”), and Continental Stock
      Transfer & Trust Company, a New York corporation, with offices at 17 Battery
      Place, New York, New York 10004 (“Warrant Agent”).

     

    WHEREAS,
      the Company has heretofore sold and delivered to its initial security holders,
      including its officers and directors (collectively, “Insiders”), an aggregate of
      (i) 4,775,000 Class W Warrants (“Class W Warrants”) and (ii) 4,775,000 Class Z
      Warrants (“Class Z Warrants”), each such Warrant evidencing the right of the
      holder thereof to purchase one share of the Company’s common stock, par value
      $0.0001 per share (“Common Stock”), for $5.00, subject to adjustment as
      described herein (the Class W Warrants and the Class Z Warrants sold to the
      Insiders being hereinafter referred to, collectively, as “Insiders’ Warrants”);
      and

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 21,160,000 Class W Warrants and 9,775,000 Class Z Warrants (collectively,
      “Public Warrants”) to the public investors, and (ii) 920,000 Class W
      Warrants and 425,000 Class Z Warrants to HCFP/Brenner Securities LLC (“Brenner”)
      or its designees (“Representative’s Warrants” and, collectively with the
      Insiders’ Warrants and the Public Warrants, the “Warrants”); and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement, No. 333-________ on Form S-1 (“Registration Statement”) for the
      registration, under the Securities Act of 1933, as amended (“Act”) of, among
      other securities, the Warrants and the Common Stock issuable upon exercise
      of
      the Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent for the Company for
      the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to perform the same in accordance with the terms and conditions set forth in
      this Agreement.

     

    2. Warrants.

     

    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      respective forms of Exhibits A and B hereto, the provisions of which are
      incorporated herein and shall be signed by, or bear the facsimile signature
      of,
      the Chairman of the Board or President and Treasurer, Secretary or Assistant
      Secretary of the Company and shall bear a facsimile of the Company’s seal. In
      the event the person whose facsimile signature has been placed upon any Warrant
      shall have ceased to serve in the capacity in which such person signed the
      Warrant before such Warrant is issued, it may be issued with the same effect
      as
      if he or she had not ceased to be such at the date of issuance.

     

    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3 Registration.
      

     

    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”), for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company.

     

    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“registered holder”), as the absolute
      owner of such Warrant and of each Warrant represented thereby (notwithstanding
      any notation of ownership or other writing on the Warrant Certificate made
      by
      anyone other than the Company or the Warrant Agent), for the purpose of any
      exercise thereof, and for all other purposes, and neither the Company nor the
      Warrant Agent shall be affected by any notice to the contrary.

     

    2.4 Detachability
      of Warrants.
      The
      securities comprising the Units will not be separately transferable until 90
      days after the date hereof unless Brenner informs the Company of its decision
      to
      allow earlier separate trading, but in no event will Brenner allow separate
      trading of the securities comprising the Units until the Company files a Current
      Report on Form 8-K which includes an audited balance sheet reflecting the
      receipt by the Company of the gross proceeds of the Public Offering including
      the proceeds received by the Company from the exercise of the Underwriter’s
      over-allotment option, if the over-allotment option is exercised prior to the
      filing of the Form 8-K.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.5 Warrant
      Attributes.
      The
      Insiders’ Warrants, the Public Warrants and the Representative’s Warrants shall
      have the same terms except with respect to the Warrant Price and Exercise Period
      as set forth below in Sections 3.1 and 3.2.

     

    3. Terms
      and Exercise of Warrants.

     

    3.1 Warrant
      Price.
      Each
      Insiders’ Warrant and Public Warrant shall, when countersigned by the Warrant
      Agent, entitle the registered holder thereof, subject to the provisions of
      such
      Insiders’ Warrant and Public Warrant, as applicable, and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $5.00 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. Each Representative’s Warrant shall, when countersigned by the
      Warrant Agent, entitle the registered holder thereof, subject to the provisions
      of such Representative’s Warrant and of this Warrant Agreement, to purchase from
      the Company the number of shares of Common Stock stated therein, at the price
      of
      $____ per whole share, subject to the adjustments provided in Section 4
      hereof. The
      term
“Warrant Price” as used in this Warrant Agreement refers to the price per share
      at which Common Stock may be purchased at the time a Warrant is exercised.
      The
      Company in its sole discretion may lower the Warrant Price at any time prior
      to
      the Expiration Date. 

     

    3.2 Duration
      of Warrants.
      

     

    3.2.1 A
      Class W
      Warrant or Class Z Warrant may be exercised only during the period (“Exercise
      Period”) commencing on the later of the consummation by the Company of a merger,
      capital stock exchange, asset acquisition or other similar business combination
      (“Business Combination”) (as described more fully in the Company’s Registration
      Statement) and _______________ 2007. Each Insiders’ Warrant and Public Warrant
      shall terminate at 5:00 p.m., New York City time, on the earlier to occur of
      (i)
      _________ 2011 if a Class W Warrant or ____________ 2013 if a Class Z Warrant,
      as applicable, or (ii) the date fixed for redemption of the Warrants as provided
      in Section 6 of this Agreement (“Expiration Date”). Each Representative’s
      Warrant shall terminate at 5:00 p.m., New York City time, on the earlier to
      occur of (i) ____________ 2011 or (ii) the date fixed for redemption of the
      Warrants as provided in Section 6 of this Agreement.

     

    3.2.2 Except
      with respect to the right to receive the Redemption Price (as set forth in
      Section 6 hereunder), each Warrant not exercised on or before the Expiration
      Date shall become void, and all rights thereunder and all rights in respect
      thereof under this Agreement shall cease at the close of business on the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date.

     

    3.3 Exercise
      of Warrants.

     

    3.3.1 Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full, in lawful money of the United States, in cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company), the Warrant Price for each full share
      of
      Common Stock as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Common Stock, and the issuance of the Common Stock.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.3.2 Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which he is entitled, registered in such name or
      names
      as may be directed by him, her or it, and if such Warrant shall not have been
      exercised in full, a new countersigned Warrant for the number of shares as
      to
      which such Warrant shall not have been exercised. Notwithstanding the foregoing,
      the Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Public Warrants or a Representative’s Warrant unless a
      registration statement under the Act with respect to the Common Stock is
      effective. Public Warrants and Representative’s Warrants may not be exercised
      by, or securities issued to, any registered holder in any state in which such
      exercise would be unlawful. The shares of Common Stock issuable upon exercise
      of
      Insiders’ Warrants shall be unregistered shares.

     

    3.3.3 Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4 Date
      of Issuance.
      Each
      person in whose name any such certificate for shares of Common Stock is issued
      shall for all purposes be deemed to have become the holder of record of such
      shares on the date on which the Warrant was surrendered and payment of the
      Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    3.3.5 Warrant
      Solicitation and Warrant Solicitation Fee.
      

     

    (a) The
      Company has engaged Brenner, on a non-exclusive basis, as its agent for the
      solicitation of the exercise of the Warrants. The Company, at its cost, will
      (i)
      assist Brenner with respect to such solicitation, if requested by Brenner,
      and
      (ii) provide Brenner, and direct the Company’s transfer agent and the Warrant
      Agent to deliver to Brenner, lists of the record and, to the extent known,
      beneficial owners of the Company’s Warrants. The Company hereby instructs the
      Warrant Agent to cooperate with Brenner in every respect in connection with
      Brenner’s solicitation activities, including, but not limited to, providing to
      Brenner, at the Company’s cost, a list of record and beneficial holders of the
      Warrants and circulating a prospectus or offering circular disclosing the
      compensation arrangements referenced in Section 3.3.5(b) below to holders of
      the
      Warrants at the time of exercise of the Warrants. In addition to the conditions
      set forth in Section 3.3.5(b), Brenner shall accept payment of the warrant
      solicitation fee provided in Section 3.3.5(b) only if it has provided bona
      fide services to the Company in connection with the exercise of the Warrants
      and
      only to the extent that an investor who exercises his Warrants specifically
      designates, in writing, that Brenner solicited his exercise. In addition to
      soliciting, either orally or in writing, the exercise of Warrants by a Warrant
      holder, such services may also include disseminating information, either orally
      or in writing, to Warrant holders about the Company or the market for the
      Company’s securities, or assisting in the processing of the exercise of
      Warrants.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) In
      each
      instance in which a Warrant is exercised, the Warrant Agent shall promptly
      give
      written notice of such exercise to the Company and Brenner (“Warrant Agent’s
      Exercise Notice”). If, upon the exercise of any Warrant more than one year from
      the effective date of the Registration Statement, (i) the market price of
      the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
      compensation arrangements between the Company and Brenner with respect to the
      solicitation of the exercise of the Warrants was made both at the time of the
      Public Offering and at the time of exercise (by delivery of the Prospectus
      or as
      otherwise required by applicable law, rule or regulation), (iii) the holder
      of
      the Warrant confirms in writing that the exercise of the Warrant was solicited
      by Brenner, (iv) the Warrant was not held in a discretionary account, and (v)
      the solicitation of the exercise of the Warrant was not in violation of
      Regulation M (as such rule or any successor rule may be in effect as of such
      time of exercise) promulgated under the Securities Exchange Act of 1934, as
      amended, then the Warrant Agent, simultaneously with the distribution of the
      Common Stock underlying the Warrants so exercised in accordance with the
      instructions from the Company following receipt of the proceeds to the Company
      received upon exercise of such Warrant(s), shall, on behalf of the Company,
      pay
      a fee of 5% of the Warrant Price to Brenner, provided that Brenner delivers
      to
      the Warrant Agent within ten (10) business days from the date on which Brenner
      has received the Warrant Agent’s Exercise Notice, a certificate that the
      conditions set forth in the preceding clauses (iii), (iv) and (v) have been
      satisfied. Notwithstanding the foregoing, no fee will be paid to Brenner with
      respect to the exercise by the Underwriters or their affiliates or the Company’s
      officers or directors of Warrants purchased by it or them upon exercise of
      the
      Representative’s Warrants and still held by any of the Underwriters or them for
      its or their own account. Brenner and the Company may at any time during
      business hours, examine the records of the Warrant Agent, including its ledger
      of original Warrant certificates returned to the Warrant Agent upon exercise
      of
      Warrants. 

     

    (c) The
      provisions of this Section 3.3.5. may not be modified, amended or deleted
      without the prior written consent of Brenner.

     

    4. Adjustments.

     

    4.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock, or by a split-up of shares of Common Stock,
      or other similar event, then, on the effective date of such stock dividend,
      split-up or similar event, the number of shares of Common Stock issuable on
      exercise of each Warrant shall be increased in proportion to such increase
      in
      outstanding shares of Common Stock.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the
      number of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3 Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants immediately prior to such adjustment, and (y) the denominator
      of
      which shall be the number of shares of Common Stock so purchasable immediately
      thereafter.

     

    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock (other than a change covered by Section 4.1 or 4.2 hereof or that
      solely affects the par value of such shares of Common Stock), or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
      made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
      provisions of this Section 4.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the warrant register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to receive a fractional interest in a share, the Company shall, upon such
      exercise, round up to the nearest whole number the number of the shares of
      Common Stock to be issued to the Warrant holder.

     

    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

    5.2 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend.

     

    5.3 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.4 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.5 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose. 

     

    6. Redemption.

     

    6.1 Redemption.
      Subject
      to Section 6.4 hereof, the Class W Warrants and/or Class Z Warrants may be
      redeemed, at the option of the Company and with Brenner’s consent, in whole or
      in part, at any time after they become exercisable and prior to their
      expiration, at the office of the Warrant Agent, upon the notice referred to
      in
      Section 6.2, at the price of $.05 per Warrant (“Redemption Price”),
      provided that the last sales price of the Common Stock has been at least $7.50
      per share (subject to adjustment in accordance with Section 4 hereof), in the
      case of the Class W Warrants, and $8.75 per share (subject to adjustment in
      accordance with Section 4 hereof), in the case of the Class Z Warrants, as
      applicable, on any twenty (20) trading days within any thirty (30) trading
      day
      period ending on the third business day prior to the date on which notice of
      redemption is given. In the event of a redemption for less than all of the
      Class
      W Warrants and/or Class Z Warrants, warrants shall be redeemed pro rata, with
      respect to each of the Class W Warrants and Class Z Warrants. The provisions
      of
      this Section 6.1 may not be modified, amended or deleted without the prior
      written consent of Brenner. In determining whether to grant consent to any
      redemption, Brenner will assess the relative strengths of the securities markets
      and small capitalization companies, in general, and the trading pattern of,
      and
      demand for the Company’s securities in particular.

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Class W and/or Class Z
      Warrants, as applicable, the Company shall fix a date for the redemption. Notice
      of redemption shall be mailed by first class mail, postage prepaid, by the
      Company not less than 30 days prior to the date fixed for redemption to the
      registered holders of the Class W or Class Z Warrants, as applicable, to be
      redeemed at their last addresses as they shall appear on the registration books.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

     

    6.3 Exercise
      After Notice of Redemption.
      The
      Class W or Class Z Warrants, as applicable, may be exercised in accordance
      with
      Section 3 of this Agreement at any time after notice of redemption shall
      have been given by the Company pursuant to Section 6.2. hereof and prior to
      the time and date fixed for redemption. On and after the redemption date, the
      record holders of such Warrants shall have no further rights except to receive,
      upon surrender of the Warrants, the Redemption Price.

     

    6.4 Exclusion
      of Certain Warrants.
      

     

    (a) The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Warrants. To the extent a person holds rights to
      purchase Warrants, such purchase rights shall not be extinguished by redemption.
      However, once such purchase rights are exercised, the Company may redeem the
      Warrants issued upon such exercise provided that the criteria for redemption
      is
      met. The provisions of this Section 6.4(a) may not be modified, amended or
      deleted without the prior written consent of Brenner.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) The
      Insider Warrants may not be redeemed by the Company so long as such Insider
      Warrants are held by the Insiders. However, once an Insider transfers his
      Insider Warrants, such Insider Warrants shall then be redeemable by the Company
      pursuant to Section 6 hereof.

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3 Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this
      Agreement.

     

    7.4 Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post-effective amendment
      to
      the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall take such action as is necessary
      to qualify for sale, in those states in which the Public Warrants and
      Representative’s Warrants were initially offered by the Company, the Common
      Stock issuable upon exercise of the Public Warrants and Representative’s
      Warrants. In either case, the Company will use its best efforts to cause the
      same to become effective and to maintain the effectiveness of such registration
      statement until the expiration of the Public Warrants and Representative’s
      Warrants in accordance with the provisions of this Agreement. The provisions
      of
      this Section 7.4 may not be modified, amended or deleted without the prior
      written consent of Brenner.

     

    8. Concerning
      the Warrant Agent and Other Matters.

     

    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

     

    8.3 Fees
      and Expenses of Warrant Agent.

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the President or Chairman of the Board
      of
      the Company and delivered to the Warrant Agent. The Warrant Agent may rely
      upon
      such statement for any action taken or suffered in good faith by it pursuant
      to
      the provisions of this Agreement.

     

    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor shall it by any act hereunder be deemed to
      make
      any representation or warranty as to the authorization or reservation of any
      shares of Common Stock to be issued pursuant to this Agreement or any Warrant
      or
      as to whether any shares of Common Stock will when issued be valid and fully
      paid and nonassessable. 

     

    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of the Company’s Common
      Stock through the exercise of Warrants.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9. Miscellaneous
      Provisions.

     

    9.1 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns.

     

    9.2 Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as
      follows:

     

    Stoneleigh
      Partners Acquisition Corp.

    555
      Fifth Avenue

    New York,
      New York 10017

    Attn: Chief
      Executive Officer

    


    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

    


    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Corporate
      Trust Department

    


    with
      a
      copy in each case to:

    


    


    Blank
      Rome LLP

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Robert L. Mittman, Esq.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    and

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

    


    and

    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue, 17th
      Floor

    New
      York,
      New York 10106

    Attn: Ira
      Scott
      Greenspan

    


    9.3 Applicable
      Law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company hereby agrees that any action,
      proceeding or claim against it arising out of or relating in any way to this
      Agreement shall be brought and enforced in the courts of the State of New York
      or the United States District Court for the Southern District of New York,
      and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenience forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim.

     

    9.4 Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties here-to and the registered
      holders of the Warrants and, for the purposes of Sections 3.3.5, 6.1, 6.4,
      7.4 and 9.2 hereof, Brenner, any right, remedy, or claim under or by reason
      of
      this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or
      agreement hereof. Brenner shall be deemed to be a third-party beneficiary of
      this Agreement with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof.
      All
      covenants, conditions, stipulations, promises, and agreements contained in
      this
      Warrant Agreement shall be for the sole and exclusive benefit of the parties
      hereto (and Brenner with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2
      hereof) and their successors and assigns and of the registered holders of the
      Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

     

    9.6 Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

     

    
      	
              ATTEST:

               

              ________________________________________

            	
              STONELEIGH
                PARTNERS ACQUISITION CORP.

               

               

              By:________________________________________

              Name:

              Title:

            
	 	 
	
              ATTEST:

               

              ________________________________________

            	
              CONTINENTAL
                STOCK TRANSFER

                &
                TRUST COMPANY

               

              By:________________________________________

              Name:

              Title:

            
	 	 


    

     

     

    
      
        
        

      

      14