EXHIBIT
      4.1

    
      	 	 	 	 	 
	
              NUMBER

               

              U-__________

            	 	 	 	
              SERIES
                A UNITS

               

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

               

            	
              STONELEIGH
                PARTNERS ACQUISITION CORP.

               

            	 
	 	 	 
	 	 	
              CUSIP
                ___________

            
	 	 	 


    

    SERIES
      A UNITS CONSISTING OF TWO SHARES OF COMMON STOCK AND TEN CLASS Z WARRANTS EACH
      TO PURCHASE ONE SHARE OF COMMON STOCK

     

    THIS
      CERTIFIES THAT
      ______________________________________________________________________________________________ 

     

    is
      the
      owner of
      _______________________________________________________________________________________________________
      Series A Units.

     

    Each
      Series A Unit (“Series A Unit”) consists of two (2) shares of common stock, par
      value $.0001 per share (“Common Stock”), of Stoneleigh Partners Acquisition
      Corp. Inc., a Delaware corporation (the “Company”), and ten (10) Class Z
      Warrants (the “Class Z Warrants”). Each Class Z Warrant entitles the holder to
      purchase one (1) share of Common Stock for $5.00 per share (subject to
      adjustment). Each Class Z Warrant will become exercisable on the later of the
      Company’s completion of a business combination and [_____], 2007. The Class Z
      Warrants will expire unless exercised before 5:00 p.m., New York City time,
      on
      [_____], 2013, or earlier upon redemption. The Common Stock and Class Z Warrants
      comprising the Series A 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 Z 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 Z 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 A Units

      

      


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

       

      _________________________________________________________________________________________________________________________Attorney

      to
        transfer the said Series A 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.