Unassociated Document


    April
      4,
      2007

    


    Stoneleigh
      Partners Acquisition Corp.

    555
      Fifth
      Avenue

    New
      York,
      New York 10017

    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue, 9th
      Floor

    New
      York,
      New York 10106

    


    Re:
      Initial Public Offering

    


    Gentlemen:

    


    The
      undersigned senior advisor and securityholder 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 embark on the IPO process, hereby
      agrees as follows (certain capitalized terms used herein are defined in
      paragraph 11 hereof):

    


    1. The
      undersigned waives any and all right, title, interest or claim of any kind
      in or
      to any distribution of the Trust Fund and any remaining net assets of the
      Company as a result of such liquidation with respect to his Insider Shares
      (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. 

    


    2. If
      the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by him in accordance with the
      majority of the votes cast by the holders of the IPO Shares. 

     

    3. 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.

     

    4. 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.

    


    5. The
      undersigned will escrow all of his Insider Shares acquired prior to the IPO
      until one year after the consummation by the Company of a Business Combination
      subject to the terms of a Stock Escrow Agreement which the Company will enter
      into with the undersigned and an escrow agent acceptable to the
      Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. The
      undersigned agrees to be a senior advisor 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;

    


    (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.

    


    7. 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 a senior
      advisor of the Company.

    


    8. The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company's common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

    


    9. The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company's Certificate of Incorporation to extend the period of time in
      which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

    


    10. 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
      senior advisor 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11. 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, senior advisors and securityholders of the Company
      immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the
      shares of Common Stock of the Company acquired by an Insider prior to the IPO
      or
      privately from the Company simultaneously with 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 common stock issued in the Company’s IPO
      as contemplated by the Company's prospectus relating to the IPO.

    


    


     

    Milton
      Walters

    Senior
      Advisor

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    Milton
      J. Walters has
      been
      our Senior Advisor since April 2007 and served as our President and a member
      of
      our Board of Directors from our inception until April 2007. 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.