EXHIBIT
      4.5

     

    
      	
              NUMBER

               

              __________

            	
            	
              (SEE
                REVERSE
                SIDE FOR LEGEND)

              (THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2011

            	
            	
              WARRANTS

            
	 	 	 	 	 


    

    STONELEIGH
      PARTNERS ACQUISITION CORP.

    CUSIP____________
      

    CLASS
      W WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2011 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of Stoneleigh Partners Acquisition Corp.,
      a Delaware corporation (the “Company”), for each Warrant evidenced by this
      Warrant Certificate. The Warrant entitles the holder thereof to purchase from
      the Company, commencing on the later of the consummation
      by the Company of a merger, capital stock exchange, asset acquisition or other
      similar business combination and _________, 2007,
      such number of Shares of the Company at the price of $5.00 per share (subject
      to
      adjustment), upon surrender of this Warrant Certificate and payment of the
      Warrant Price at the office or agency of the Warrant Agent, Continental Stock
      Transfer & Trust Company (such payment to be made by check made payable to
      the Warrant Agent), but only subject to the conditions set forth herein and
      in
      the Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company. The Warrant Agreement provides that upon the occurrence of
      certain events the Warrant Price and the number of Warrant Shares purchasable
      hereunder, set forth on the face hereof, may, subject to certain conditions,
      be
      adjusted. The term Warrant Price as used in this Warrant Certificate refers
      to
      the price per Share at which Shares may be purchased at the time the Warrant
      is
      exercised.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such
      holder.

     

    Upon
      any exercise of the Warrant for less than the total number of full Shares
      provided for herein, there shall be issued to the registered holder hereof
      or
      his assignee a new Warrant Certificate covering the number of Shares for which
      the Warrant has not been exercised.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due presentment for registration of transfer of the Warrant Certificate at
      the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

     

    The
      Company reserves the right to call the Warrant, in whole or in part, at any
      time
      prior to its exercise, with the consent of HCFP/Brenner Securities LLC, with
      a
      notice of call in writing to the holders of record of the Warrant, giving 30
      days’ notice of such call at any time after the Warrant becomes exercisable if
      the last sale price of the Shares has been at least $7.50 per share (subject
      to
      adjustment) on any 20 trading days within any 30 trading day period ending
      on
      the third business day prior to the date on which notice of such call is given.
      The call price of the Warrants is to be $.05 per Warrant. Any Warrant either
      not
      exercised or tendered back to the Company by the end of the date specified
      in
      the notice of call shall be canceled on the books of the Company and have no
      further value except for the $.05 call price.

    


    
      	
              By:

            	 	
              By:

            
	
            	 	
            
	
            	 	
            
	
              __________________________________________

            	 	
              ___________________________________________________

            
	
              Assistant
                Secretary

            	 	
              President

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      FORM

    To
      Be Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the shares of Common Stock issuable upon the exercise of such Warrants,
      and requests that Certificates for such shares shall be issued in the name
      of

     

    


    
      	          
               
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	         

	    

	           
              


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be delivered
      to_________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    and,
      if such number of Warrants shall not be all the Warrants evidenced by this
      Warrant Certificate, that a new Warrant Certificate for the balance of such
      Warrants be registered in the name of, and delivered to, the Registered Holder
      at the address stated below:

    


    Dated:
      _____________________

    ___________________________________________

    (SIGNATURE)

    ___________________________________________

    (ADDRESS)

    ___________________________________________

     

    ___________________________________________

    (TAX
      IDENTIFICATION NUMBER)

    


    ASSIGNMENT

    To
      Be Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value Received, _______________________ hereby sell, assign, and transfer unto
      

     

    


    
      	      
 
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	     

	     



    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and
      be delivered
      to_________________________________________________________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitute and appoint _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

    


    Dated:
      _________________________

    _________________________________

    (SIGNATURE)

    


    The
      signature to the assignment of the Subscription Form must correspond to the
      name
      written upon the face of this Warrant Certificate in every particular, without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a
      commercial bank or trust company or a member firm of the American Stock
      Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
      Exchange.