EXHIBIT
      10.3 

     

     

    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; provided that commencing on the Effective Date, PLM
      International Inc. (“Related Party”), shall be allowed to charge the Company
      $7,500 per month, representing an allocable share of Related Party’s overhead,
      to compensate it for the Company’s use of Related Party’s offices, utilities and
      personnel. Related Party and 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 Chief Financial Officer and Assistant 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: 

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Stoneleigh
      Partners Acquisition Corp. 

    HCFP/Brenner
      Securities LLC 

    March
      15,
      2006 

    Page
      3


     

    (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;


     

    (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 Chief Financial
      Officer, Assistant 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. 

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Stoneleigh
      Partners Acquisition Corp. 

    HCFP/Brenner
      Securities LLC 

    March
      15,
      2006 

    Page
      4


     

    

       

    

    
      	 	  
	 	
              James A. Coyne 

              Print Name of Insider 

            
	 	/s/ James A. Coyne 
	 	
              

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A 

     

    James
      A.
      Coyne
      has been
      our Chief Financial Officer, Executive Vice President and member of our Board
      of
      Directors since our inception. He has also served as President and Chief
      Executive Officer of PLM International Inc. since August 2002, and has been
      a
      member of its Board of Directors since February 2001. From November 1994 until
      December 2005, Mr. Coyne served as the Senior Vice President of Equis
      Corporation. Since May 2000, Mr. Coyne has served on the Board of Managers
      of
      DSC/Purgatory LLC, and, since 1999, has served on the Board of Managers of
      Mountain Springs Kirkwood, LLC. Both of these entities own and operate ski
      resorts. Since March 2000, Mr. Coyne has been a member of the Board of Directors
      of Echelon Development Holdings, LLC, a real estate developer in Florida. Since
      1997, Mr. Coyne has served as President and a member of the Board of Directors
      of Semele Group, Inc., a holding company for the securities of companies
      primarily engaged in real estate development. Mr. Coyne received a B.S.
      from John Carroll University, a Master of Accountancy from Case Western Reserve
      University, and is a certified public accountant. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B 

     

     

    Intentionally
      Omitted