EXHIBIT
      10.6

    


    Dated
      as
      of March 15, 2006

    


     

    Stoneleigh
      Partners Acquisition Corp.

    555
      Fifth Avenue

    New York,
      New York 10017

    


    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue, 17th
      Floor

    New
      York,
      New York 10106

     

    Re: Initial
      Public Offering

    


    Ladies
      and Gentlemen:

     

    The
      undersigned security holder of Stoneleigh Partners Acquisition Corp. (the
“Company”), in consideration of HCFP/Brenner Securities LLC’s ("Brenner")
      willingness to underwrite an initial public offering of the securities of the
      Company (the “IPO”) and embarking on the IPO process, hereby agrees as follows
      (certain capitalized terms used herein are defined in paragraph 8
      hereof):

     

    1. The
      undersigned waives any and all right, title, interest or claim of any kind
      in or
      to any distribution of the Trust Fund as a result of such liquidation with
      respect to his Insider Securities (each a "Claim") and hereby waives any Claim
      he may have in the future as a result of, or arising out of, any contracts
      or
      agreements with the Company and will not seek recourse against the Trust Fund
      for any reason whatsoever. 

     

    2. The
      undersigned will not submit to the Company for consideration, or vote for the
      approval of, any Business Combination which involves a company which is
      affiliated with any of the Insiders unless
      the Company obtains an opinion from an independent investment banking firm
      reasonably acceptable to Brenner that the business combination is fair to the
      Company’s stockholders from a financial perspective.

     

    3. Neither
      the undersigned nor any affiliate (“Affiliate”) of the undersigned will be
      entitled to receive and will not accept any compensation or fees of any kind,
      including finder’s and consulting fees, prior to, or for services they rendered
      in order to effectuate, the Business Combination. The undersigned shall also
      be
      entitled to reimbursement from the Company for their out-of-pocket expenses
      incurred in connection with seeking and consummating a Business
      Combination.

     

    
      
         

      

      
         

        
          

        

      

      
        
          Stoneleigh
            Partners Acquisition Corp.

          HCFP/Brenner
            Securities LLC

          March
            15,
            2006

          Page
            2

        

      

    

     

    4. Neither
      the undersigned nor any Affiliate of the undersigned will be entitled to receive
      or accept a finder’s fee or any other compensation in the event the undersigned,
      any member of the family of the undersigned or any Affiliate of the undersigned
      originates a Business Combination. 

     

    5. The
      undersigned agrees not to sell any of its Insider Securities until the Company's
      completion of a Business Combination.

     

    6. The
      undersigned represents and warrants that it:

     

    (a) is
      not
      subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b) has
      never
      been convicted of or pleaded guilty to any crime (i) involving any fraud or
      (ii)
      relating to any financial transaction or handling of funds of another person,
      or
      (iii) pertaining to any dealings in any securities and is not currently a
      defendant in any such criminal proceeding; and

     

    (c) has
      never
      been suspended or expelled from membership in any securities or commodities
      exchange or association or had a securities or commodities license or
      registration denied, suspended or revoked.

     

    7. The
      undersigned has full right and power, without violating any agreement by which
      it is bound, to enter into this letter agreement and to be a securityholder
      of
      the Company.

     

    8. As
      used
      herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business selected by the Company; (ii) “Insiders” shall mean all
      officers, directors and securityholders of the Company immediately prior to
      the
      IPO; (iii) “Insider Securities” shall mean all of the shares of common stock,
      Class W Warrants and Class Z Warrants (and all shares of common stock underlying
      such securities) of the Company owned by an Insider prior to the IPO; and (iv)
      “Trust Fund” shall mean that portion of the net proceeds of the IPO placed in
      trust for the benefit of the holders of the shares of Class B common stock
      issued in the Company’s IPO as contemplated by the Company's prospectus relating
      to the IPO.

     

    
      
         

      

      
         

        
          

        

      

      
        
          Stoneleigh
            Partners Acquisition Corp.

          HCFP/Brenner
            Securities LLC

          March
            15,
            2006

          Page
            3

        

      

    

     

    


    JAC
      OPPORTUNITY FUND I, LLC

    Print
      Name of Insider

     

    By:  
      /s/
      James
      A. Coyne

      
        

      

    

    Name:

    Title: