EXHIBIT
      10.1 

     

    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 officer, director and 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 10 hereof): 

     

    1.
      In the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO (or 24 months under the circumstances described in the
      prospectus relating to the IPO), the undersigned will take all reasonable
      actions within his power to (i) cause the Trust Fund to be liquidated and
      distributed to the holders of the shares of Class B common stock sold in the
      Company’s IPO and (ii) liquidate as soon as reasonably practicable. 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. The undersigned agrees to indemnify and hold harmless
      the Company against any and all loss, liability, claims, damage and expense
      whatsoever (including, but not limited to, any and all legal or other expenses
      reasonably incurred in investigating, preparing or defending against any
      litigation, whether pending or threatened, or any claim whatsoever) which the
      Company may become subject as a result of any claim by any vendor or other
      person who is owed money by the Company for services rendered or contracted
      for
      or products sold, or by any target business, only in the event that such vendor,
      other person or target business did not execute an agreement waiving any right,
      title, interest or claim of any kind in or to any amounts held in the Trust
      Fund, and only to the extent necessary to ensure that such loss, liability,
      claim, damage or expense does not reduce the amount in the Trust Fund.


     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Stoneleigh
      Partners Acquisition Corp. 

    HCFP/Brenner
      Securities LLC 

    March
      15,
      2006 

    Page
      2


     

     

    2.
      In
      order to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Trust Fund or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary obligations
      the
      undersigned might have. 

     

    3.
      The
      undersigned acknowledges and agrees that the Company will not consummate 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.


     

    4.
      Neither the undersigned, any member of the family of 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. 

     

    5.
      Neither the undersigned, any member of the family of the undersigned, or 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. 

     

    6.
      The
      undersigned agrees not to sell any of his Insider Securities until the Company's
      completion of a Business Combination. 

     

    7.
      The
      undersigned agrees to be the President and Secretary of the Company and to
      serve
      as a Director of the Company until the earlier of the consummation by the
      Company of a Business Combination or the distribution of the Trust Fund. The
      undersigned’s biographical information furnished to the Company and Brenner and
      attached hereto as Exhibit A is true and accurate in all respects, does not
      omit
      any material information with respect to the undersigned’s background and
      contains all of the information required to be disclosed pursuant to Section
      401
      of Regulation S-K, promulgated under the Securities Act of 1933. The
      undersigned’s Questionnaire furnished to the Company and Brenner and annexed as
      Exhibit B hereto is true and accurate in all respects. The undersigned
      represents and warrants that: 

     

     

    (a)
      he 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;


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Stoneleigh
      Partners Acquisition Corp. 

    HCFP/Brenner
      Securities LLC 

    March
      15,
      2006 

    Page
      3


     

     

    (b)
      he
      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 he
      is
      not currently a defendant in any such criminal proceeding; and 

     

    (c)
      he
      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. 

     

    8.
      The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as the President,
      Secretary and a Director of the Company. 

     

    9.
      The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Brenner and its legal representatives or agents
      (including any investigative search firm retained by Brenner) any information
      they may have about the undersigned’s background and finances (“Information”).
      Neither Brenner nor its agents shall be violating my right of privacy in any
      manner in requesting and obtaining the Information and the undersigned hereby
      releases them from liability for any damage whatsoever in that connection.
      Brenner shall only use such Information for the limited purpose of reviewing
      the
      history and background of the undersigned in connection with his position as
      an
      officer, director or securityholder of the Company and shall keep such
      Information confidential and shall use its best efforts to cause any of its
      employees and other authorized persons, who have access to such Information,
      to
      observe the same restrictions described herein. 

     

    10.
      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. 

     

    
      	 	  
	 	 Milton
              J. Walters
 Print Name of Insider 
	 	 /s/ Milton J. Walters 
	 	
              
Signature


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      A 

     

    Milton
      J.
      Walters
      has been
      our President and a member of our Board of Directors since our inception. Mr.
      Walters has served as the President of MJW Partners, Inc., doing business as
      Tri-River Capital, a boutique investment banking company, since he founded
      that
      company in 1999. Mr. Walters also founded and served as the President of the
      predecessor company to Tri-River, Walters & Co. Incorporated, doing business
      as Tri-River Capital Group, from 1988 to 1997. From 1997 to 1999, Mr. Walters
      served as a Managing Director in the financial institutions investment banking
      group of Prudential Securities. From 1984 to 1988, Mr. Walters served as the
      Manager of the financial institutions investment banking group of Smith Barney.
      At AG Becker, and its successor, Warburg, Paribas Becker, Mr. Walters headed
      investment banking for financial institutions from 1969 to 1984. Since November
      2001, Mr. Walters has served on the Board of Directors and as Chairman of the
      Audit and Compensation Committee of Sun Healthcare Group, Inc., a Nasdaq-listed
      company. Mr. Walters also serves on the Board of Directors of several private
      companies. Mr. Walters received a B.A. from Hamilton College. 

     

     

     

     

    EXHIBIT
      B 

     

    Intentionally
      Omitted