EXHIBIT
      4.4

    


    
      	
              NUMBER

            	
              SHARES

               

              CLASS
                B

              COMMON
                STOCK

            


    

    


    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

    CUSIP
       

    


    
      	
              This

              certifies

              that

               

            	
              SEE
                REVERSE FOR

              CERTAIN
                DEFINITIONS

               

            


    

    


    is
      the
      owner of

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK, PAR VALUE $.0001
      PER
      SHARE, OF


    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    (hereinafter
      called the “Corporation”), transferable upon the books of the Corporation by the
      holder hereof in person or by duly authorized attorney upon surrender of this
      certificate properly endorsed. This certificate and the shares represented
      hereby are issued under and shall be subject to all the provisions of the
      Certificate of Incorporation and By-Laws of the Corporation (copies of which
      are
      on file at the office of the Transfer Agent of the Corporation), to all of
      which
      the holder by acceptance hereof assents.

     

    This
      certificate is not valid unless countersigned by the Transfer
      Agent.

     

    Witness
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

     

    Dated:

    


    
      	
              COUNTERSIGNED:

              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY,

              as
                Transfer Agent

               

            	
              By:

               

            	
              By:

               

            
	
               

              Authorized
                Officer

            	
               

              ASSISTANT

              SECRETARY

            	
               

              PRESIDENT

            


    

    


    STONELEIGH
      PARTNERS ACQUISITION CORP.

    CORPORATE

    SEAL

    2005

    DELAWARE

    *

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    The
      Corporation 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 or each class of stock or series thereof
      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

              TEN
                ENT - as tenants by the entireties

              JT
                TEN - as joint tenants with right of survivorship
                and not as tenants in
                common

            	
              UNIF
                GIFT MIN ACT - _________ Custodian _________

                                                              
                (Cust)                          
                (Minor)

              under
                Uniform Gifts to Minors

              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)

     

    ____________________________________________________________________________________________

     

    ____________________________________________________________________________________________

     

    _______________________________________________________________________________________shares

     

    of
      the
      capital stock represented by the within Certificate; and do hereby irrevocably
      constitute and appoint ______
      _____________________________________________________________________________________Attorney

     

    to
      transfer the said stock on the books of the within named Corporation with 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.

    


    THE
      HOLDER OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE FUNDS FROM THAT CERTAIN
      TRUST FUND ESTABLISHED ON BEHALF OF THE HOLDERS OF THE CORPORATION'S CLASS
      B
      COMMON STOCK ONLY IN THE EVENT THAT THE CORPORATION IS UNABLE TO COMPLETE A
      BUSINESS COMBINATION OR IF THE HOLDER SEEKS TO CONVERT HIS, HER OR ITS
      RESPECTIVE SHARES INTO CASH UPON A BUSINESS COMBINATION WHICH HE, SHE OR IT
      VOTED AGAINST AND WHICH IS ACTUALLY COMPLETED BY THE CORPORATION. IN NO OTHER
      EVENT SHALL THE HOLDER HAVE ANY RIGHT OR INTEREST OF ANY KIND IN OR TO THE
      TRUST
      FUND.