Exhibit
14.1


STONELEIGH
PARTNERS ACQUISITION CORP.
 
 CODE OF
ETHICS
 
 OVERVIEW
  This Code
of Ethics sets forth the guiding principles by which we operate our company and
conduct our daily business with our stockholders, customers, vendors and with
each other.  These principles apply to all of the directors, officers
and employees of Stoneleigh Partners Acquisition Corp. (referred to in this Code
as the “Company”).
  PRINCIPLES
  COMPLYING
WITH LAWS, REGULATIONS, POLICIES AND PROCEDURES
  All
directors, officers and employees of the Company are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their positions with the Company.  Employees are
responsible for talking to their supervisors to determine which laws,
regulations and Company policies apply to their position and what training is
necessary to understand and comply with them.
  Directors,
officers and employees are directed to specific policies and procedures
available to persons they supervise.
  CONFLICTS
OF INTEREST
  All
directors, officers and employees of the Company should be scrupulous in
avoiding any action or interest that conflicts with, or gives the appearance of
a conflict with, the Company’s interests.  A “conflict of interest”
exists whenever an individual’s private interests interfere or conflict in any
way (or even appear to interfere or conflict) with the interests of the
Company.  A conflict situation can arise when an employee, officer or
director takes actions or has interests that may make it difficult to perform
his or her work for the Company objectively and
effectively.  Conflicts of interest may also arise when a director,
officer or employee or a member of his or her family receives improper personal
benefits as a result of his or her position with the Company, whether from a
third party or from the Company.  Company employees are encouraged to
utilize the Company’s products and services, but this should generally be done
on an arm’s length basis and in compliance with applicable law.
  Conflicts
of interest may not always be clear-cut, so if a question arises, an officer or
employee should consult with higher levels of management, the board of directors
or company counsel.  Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel.
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  CORPORATE
OPPORTUNITY
  Directors,
officers and employees are prohibited from (a) taking for themselves personally
opportunities that properly belong to the Company or are discovered through the
use of corporate property, information or position; (b) using corporate
property, information or position for personal gain; and (c) subject to
pre-existing fiduciary obligations, competing with the
Company.  Directors, officers and employees owe a duty to the Company
to advance its legitimate interests when the opportunity to do so
arises.
  CONFIDENTIALITY
  Directors,
officers and employees must maintain the confidentiality of confidential
information entrusted to them by the Company or its suppliers or customers,
except when disclosure is specifically authorized by the board of directors or
required by laws, regulations or legal proceedings.  Confidential
information includes all non-public information that might be material to
investors or of use to competitors of the Company or harmful to the Company or
its customers or employees if disclosed.
  FAIR DEALING
  We seek
to outperform our competition fairly and honestly.  We seek
competitive advantages through superior performance, never through unethical or
illegal business practices.  Stealing proprietary information,
possessing or utilizing trade secret information that was obtained without the
owner’s consent or inducing such disclosures by past or present employees of
other companies is prohibited.
  Each
director, officer and employee is expected to deal fairly with the Company’s
customers, suppliers, competitors, officers and employees.  No one
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing.
  PROTECTION
AND PROPER USE OF THE COMPANY ASSETS
  All
directors, officers and employees should protect the Company’s assets and ensure
their efficient use.  All Company assets should be used only for
legitimate business purposes.
  PUBLIC
COMPANY REPORTING
  As a
public company, it is of critical importance that the Company’s filings with the
Securities and Exchange Commission be accurate and timely.  Depending
on their position with the Company, an employee, officer or director may be
called upon to provide necessary information to assure that the Company’s public
reports are complete, fair and understandable.  The Company expects
employees, officers and directors to take this responsibility very seriously and
to provide prompt accurate answers to inquiries related to the Company’s public
disclosure requirements.
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  FINANCIAL
STATEMENTS AND OTHER RECORDS
  All of
the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must both conform to applicable legal requirements and to the
Company’s system of internal controls.  Unrecorded or “off the books”
funds or assets should not be maintained unless permitted by applicable law or
regulation.
  Records
should always be retained or destroyed according to the Company’s record
retention policies.  In accordance with those policies, in the event
of litigation or governmental investigation, please consult the board of
directors.
  REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR
  Employees,
officers and directors who suspect or know of violations of this Code or illegal
or unethical business or workplace conduct by employees, officers or directors
have an obligation to contact either their supervisor or
superiors.  If the individuals to whom such information is conveyed
are not responsive, or if there is reason to believe that reporting to such
individuals is inappropriate in particular cases, then the employee, officer or
director may contact the Chief Executive Officer or the President of the
Company.  Such communications will be kept confidential to the extent
feasible.  If the employee is still not satisfied with the response,
the employee may contact the chairman of the board of directors or any of the
Company’s outside directors.
  ACCOUNTING
COMPLAINTS
  The
Company’s policy is to comply with all applicable financial reporting and
accounting regulations.  If any director, officer or employee of the
Company has unresolved concerns or complaints regarding questionable accounting
or auditing matters of the Company, then he or she is encouraged to submit those
concerns or complaints (anonymously, confidentially or otherwise) to the
Company’s audit committee.  Subject to its legal duties, the audit
committee and the board of directors will treat such submissions
confidentially.  Such submissions may be directed to the attention of
the Company’s audit committee, or any director who is a member of the Company’s
audit committee.
  NON-RETALIATION
  The
Company prohibits retaliation of any kind against individuals who have made good
faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct.
  AMENDMENT,
MODIFICATION AND WAIVER
  This code
may be amended or modified by the board of directors of the
Company.  Only the board of directors or a committee of the board of
directors with specific delegated authority may grant waivers of this Code of
Ethics.  Waivers will be disclosed to stockholders as required by the
Securities Exchange Act of 1934 and the rules thereunder and the applicable
rules of the American Stock Exchange.
  VIOLATIONS
  Violation
of this Code of Ethics is grounds for disciplinary action up to and including
termination of employment.  Such action is in addition to any civil or
criminal liability which might be imposed by any court or regulatory
agency.
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