Exhibit
99.1





STONELEIGH
PARTNERS ACQUISITION CORPORATION








CHARTER
OF THE NOMINATING COMMITTEE


OF THE
BOARD OF DIRECTORS








I.  PURPOSE




The
Nominating Committee (the “Committee”) is a standing committee of the Board of
Directors (the “Board”) of Stoneleigh Partners Acquisition Corporation (the
“Company”).  The primary function of the Committee is to identify
individuals qualified to become Board members consistent with criteria approved
by the Board, and to select, or recommend that the Board select, the director
nominees for each annual meeting of stockholders or when vacancies
occur.




II.  COMPOSITION




The
Committee shall be comprised of three or more directors as determined by the
Board, each of whom shall meet the independence and experience requirements of
the Rules of the American Stock Exchange, subject to applicable exceptions
permitted thereunder, and any other applicable laws and
regulations.




The
members of the Committee shall be elected by the Board and any vacancies on the
Committee shall be filled by the Board.  Unless a Chair is elected by
the full Board, the members of the Committee may designate a Chair by majority
vote of the full Committee membership.




III.  RESPONSIBILITIES
AND DUTIES




The
following are activities of the Committee designed to promote the fulfillment of
its functions as described in this Charter (these functions are set forth as a
guide with the understanding that the Committee may diverge from this guide as
appropriate given the circumstances):




1.  The
Committee shall assist the Board in determining the desired experience, skill
level and other criteria and qualities appropriate for Board
membership.  In considering candidates to serve as directors, the
Committee will consider all factors it deems relevant, including: intelligence,
personal integrity and sound judgment; business and professional skills and
experience; familiarity with our business and their respective industries in
general; independence from management; ability to devote sufficient time to
Board business; commitment to regularly attend and participate in meetings of
our Board and its committees; and concern for the long-term interests of the
stockholders.




2.  The
Committee shall actively seek individuals qualified to become members of the
Board, consistent with criteria approved by the Board, and shall recommend
director nominees for selection by the Board for nomination to fill expiring
terms of directors of each annual meeting of stockholders.  In seeking
candidates for directors, members of our Committee may (1) use their business,
professional and personal contacts; (2) accept the recommendations from other
Board members, stockholders or management; and/or (3) engage a professional
search firm.


























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3.  If the
Company is legally required by contract or otherwise to provide third parties
with the ability to nominate and/or appoint directors (for example preferred
share rights to elect directors upon failures to pay dividends as specified in
the rights, preferences and privileges of such preferred shares, stockholder
agreements or management agreements), the selection and nomination of such
directors shall be subject to the Committee process described in paragraphs 1
and 2 above.




4.  To be
considered by the Committee a stockholder recommendation for a nominee must be
made in writing to our Secretary, the Company’s principal executive offices at
555 Fifth Avenue, New York, New York 10017 no later than 45 days before the date
on which the proxy statement for the previous year’s annual meeting of
stockholders was first mailed to stockholders.  Such communication
should (1) describe why the candidate meets the Board’s criteria described
above; (2) include the candidate’s and recommender’s names and addresses and
provide biographical information about the recommended candidate that would be
required if the candidate were to be nominated; and (3) include the proposed
nominee’s written consent to serve as a nominee, if nominated, and as a
director, if elected.  In considering stockholder recommendations for
nominees, the Committee may requestadditional
information concerningthe nominee or the applicable stockholder or
stockholders.  Stockholder recommendations that meet the requirements
set forth above will be considered using the same criteria as other candidates
by our Committee.  The foregoing applies only to
recommendations.  Actual nominations by stockholders or others, if and
to the extent permitted, must be made in accordance with the Bylaws and
applicable state and federal laws.




5.  The
Committee shall have the sole authority to retain and terminate any search firm
to be used to identify director candidates and shall have sole authority to
approve the search firm’s fees and other retention terms.  The
Committee shall also have authority to obtain advice and assistance from
internal or external legal, accounting or other advisors.




6.  The
Committee shall make regular reports to the Board.




7.  The
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.




8.  The
Committee shall perform such other duties as the Board may assign to it from
time to time.




IV.  GENERAL
PROVISIONS




It is
expected that the Committee will meet at least once a year or more frequently as
the circumstances require.  Meetings of the Committee shall be called
and held, and the Committee may act by unanimous written consent in lieu of a
meeting, as provided in the Bylaws.




The
Committee is by this Charter delegated the powers of the Board necessary to
carry out its purposes, responsibilities and duties provided in this Charter or
reasonably related to those purposes, responsibilities and duties.




The
Committee may form and delegate authority to subcommittees of one or more
members when appropriate.  Any subcommittee shall be subject to this
Charter.  The decisions of any subcommittees to which authority is
delegated under this paragraph shall be presented to the full Committee at its
next regularly scheduled meeting.
































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