Unassociated Document


    April
      4,
      2007

    


    


    Stoneleigh
      Partners Acquisition Corp.

    c/o
      PLM
      International Inc.

    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 securityholder, officer and director of Stoneleigh Partners
      Acquisition Corp. (“Company”), in consideration of HCFP/Brenner Securities LLC
      (“Brenner”) entering into a letter of intent (“Letter of Intent”) to underwrite
      an initial public offering of the securities of the Company (“IPO”) and
      embarking on the IPO process, hereby agrees as follows (certain capitalized
      terms used herein are defined in paragraph 14 hereof):

    


    1.
      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.

    


    2.
      In the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, the undersigned will (i) cause the Trust Fund to be
      liquidated and distributed to the holders of IPO Shares and (ii) take all
      reasonable actions within his power to cause the Company to liquidate as soon
      as
      reasonably practicable. The undersigned hereby 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 (“Claim”) and hereby waives any Claim the
      undersigned 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. In the event of the liquidation of the
      Trust Fund, 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 products sold or contracted
      for, or by any target business, but only to the extent necessary to ensure
      that
      such loss, liability, claim, damage or expense does not reduce the amount in
      the
      Trust Fund.

    


    3.
      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
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.

    


    4.
      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.

    


    5.
      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 for services rendered to the Company prior to or
      in
      connection with the consummation of 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.
      Neither the undersigned, any member of the family of the undersigned, nor 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.

    


    7.
      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.

    


    8.
      The
      undersigned agrees to be the Chairman of the Board and Chief Executive Officer
      of the Company until the earlier of the consummation by the Company of a
      Business Combination or the liquidation of the Company. 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 Item 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.

    


    9.
      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 Chairman of
      the
      Board and Chief Executive Officer of the Company.

    


    10.
      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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.
      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.

    


    12.
      In
      the event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

    


    13.
      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 the undersigned's 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.

    


    14.
      As
      used herein, (i) a “Business Combination” shall mean the acquisition, through a
      stock exchange, asset acquisition or other similar business combination, 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; (iv) “IPO Shares” shall
      mean the shares of Common Stock issued in the Company's IPO; and (v) “Trust
      Fund” shall mean that portion of 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.

    


    


    


     

    Gary
      Engle

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    Gary
      D. Engle has
      been
      our Chief Executive Officer and Chairman since our inception. From December
      1994
      until December 2005, Mr. Engle served as President, Chief Executive Officer
      and
      controlling shareholder of Equis Corporation. Through Equis and other
      affiliates, Mr. Engle owned and operated a variety of equipment finance, leasing
      and real estate companies. Equis and its affiliates have managed in excess
      of $1
      billion of real estate assets and equipment leasing assets, have structured
      and
      financed more than $2 billion in lease financing transactions and remarketed
      over $1 billion in equipment. Since February 2001, Mr. Engle has been a director
      of PLM International Inc., a transportation company that leases marine
      containers, shipping vessels, commercial aircraft and other assets. PLM sold
      its
      rail leasing assets to CIT Group in August 2005 and its marine, aviation and
      other leasing businesses to an affiliate of AMA Capital Partners in November
      2005. Since August 2003, Mr. Engle has served as a member of the executive
      committee of CBI Acquisition, LLC, the holding company of Caneel Bay, a luxury
      resort on the island of St. John, U.S.V.I. Since May 2000, Mr. Engle has served
      on the Board of Managers of DSC/Purgatory, LLC and, since 1999, he has served
      on
      the Board of Managers of Mountain Springs Kirkwood, LLC. DSC and Mountain
      Springs own and operate ski resorts in the western United States. Since March
      2000, Mr. Engle has been a member of the Board of Managers of Echelon
      Development Holdings, LLC, a Florida-based commercial and residential real
      estate development company. Since 1997, Mr. Engle has been the Chairman and
      Chief Executive Officer of Semele Group Inc., which serves as a holding company
      for a number of investments and is a joint venture partner in Rancho Malibu,
      a
      264-acre residential development in Malibu, California. Semele Group also owns
      the general partner of Kettle Valley, a 1,012 unit residential development
      in
      Kelowna, British Columbia. From 1987 to 1994, Mr. Engle was a principal of
      Cobb
      Partners Development Inc., a mortgage trading and real estate company which
      he
      cofounded in 1987. From 1980 to 1987, Mr. Engle served in various capacities
      with Arvida Disney Company, a large-scale community real estate company owned
      by
      The Walt Disney Company, including Senior Vice President from April 1980 to
      1987; Chief Financial Officer and Senior Vice President - Acquisitions from
      May
      1984 to 1987; and Chief Executive Officer of Arvida Disney Financial Services
      from May 1984 to 1987. Mr. Engle was a founding Director of Disney Development,
      the real estate development division of The Walt Disney Company. Mr. Engle
      received a B.S. from the University of Massachusetts (Amherst) and an M.B.A.
      from Harvard University.