EXHIBIT
      10.7

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of
      [               ],
      2006 by and between Stoneleigh Partners Acquisition Corp. (the “Company”) and
      Continental Stock Transfer & Trust Company (the “Trustee”). 

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333- 133235
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof by the Securities and
      Exchange Commission (“Effective Date”); and 

     

    WHEREAS,
      HCFP/Brenner Securities LLC (“Brenner”) is acting as the representative of the
      underwriters in the IPO; and

     

    WHEREAS,
      as described in the Company’s Registration Statement, and in accordance with the
      Company’s Certificate of Incorporation, $92,920,000.00 of the gross proceeds of
      the IPO ($106,858,000.00 if the underwriters’ over-allotment option is exercised
      in full) will be delivered to the Trustee to be deposited and held in a trust
      account for the benefit of the Company and the holders of the Company’s Class B
      common stock, par value $.0001 per share, issued in the IPO as hereinafter
      provided and in the event the Units are registered in Colorado, pursuant to
      Section 11-51-302(6) of the Colorado Revised Statutes. A copy of the Colorado
      Statute is attached hereto and made a part hereof (the amount to be delivered
      to
      the Trustee, together with any interest earned on the Trust Account (defined
      below), will be referred to herein as the “Property”; the stockholders for whose
      benefit the Trustee shall hold the Property will be referred to as the “Public
      Stockholders,” and the Public Stockholders and the Company will be referred to
      together as the “Beneficiaries”); and 

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:

     

    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
      in a segregated trust account (“Trust Account”) established by the
      Trustee;

     

    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in any United States “government security” within the meaning of
      Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of
      one
      hundred and eighty days or less or in any open ended investment company
      registered under the Investment Company Act of 1940 that holds itself out as
      a
      money market fund selected by the Company meeting the conditions of paragraphs
      (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company
      Act of 1940, as determined by the Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e) Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

     

    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

     

    (h) Render
      to
      the Company and to Brenner, and to such other person as the Company may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      and

     

    (i)
Commence
      liquidation of the Trust Account promptly after receipt of and only in
      accordance with the terms of a letter (“Termination Letter”), in a form
      substantially similar to that attached hereto as either Exhibit A or Exhibit
      B
      (subject in the case of Exhibit B, to the provisions below), signed on behalf
      of
      the Company by its Chief Executive Officer or Chairman of the Board and
      Secretary, and complete the liquidation of the Trust Account and distribute
      the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein; provided, however, that in the event that
      a
      Termination Letter has not been received within 24 months from the date of
      the
      Company’s IPO (as defined in the Termination Letter attached hereto as Exhibit
      A), the Trust Account shall be liquidated as part of the Company’s plan of
      dissolution and liquidation approved by the Company’s stockholders in accordance
      with the procedures set forth in the Termination Letter attached as Exhibit
      B to
      the stockholders of record on the record date and provided in a certificate
      from
      the Company to the Trustee; provided, further, that the record date shall be
      within ten (10) days of the 24 month date from the date of the Company’s IPO, or
      as soon thereafter as is practicable.

     

    2. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      President or Chairman of the Board. In addition, except with respect to its
      duties under paragraph 1(i) above, the Trustee shall be entitled to rely on,
      and
      shall be protected in relying on, any verbal or telephonic advice or instruction
      which it in good faith believes to be given by any one of the persons authorized
      above to give written instructions, provided that the Company shall promptly
      confirm such instructions in writing;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Company may participate in such action with its own counsel;
      and

     

    (c) Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in paragraph 2(b) hereof (it being expressly
      understood that the Property shall not be used to make any payments to the
      Trustee under such paragraph).

     

    (d) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination. 

     

    3. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a) Take
      any
      action with respect to the Property, other than as directed in paragraph 1
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

     

    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

     

    
      
        
        

      

      
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    (d) Refund
      any depreciation in principal of any Property;

     

    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

     

    (h) Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Property shall not be used to pay any such taxes and that such taxes, if any,
      shall be paid by the Company from funds not held in the Trust
      Account).

     

    4. Termination.
      This
      Agreement shall terminate as follows:

     

    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or

     

    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 2(b).

     

    5. Miscellaneous.

     

    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit C. The Company and the Trustee will
      each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    (b) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of Brenner. As to
      any
      claim, cross-claim or counterclaim in any way relating to this Agreement, each
      party waives the right to trial by jury.

     

    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder.

     

    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Corporate
      Trust Department

    Fax
      No.:
      (___) ___-____

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    if
      to the
      Company, to:

     

    Stoneleigh
      Partners Acquisition Corp.

    555
      Fifth
      Avenue

    New
      York,
      New York 10017

    Attn:
      Chief Financial Officer

    Fax
      No.:
      (212) 490-7446

     

    in
      either
      case with a copy to:

     

    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue, 17th
      Floor

    New
      York,
      New York 10106

    Attn:
      Ira
      Scott Greenspan

    Fax
      No.:
      (212) 707-0378

     

    (f) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

     

    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    CONTINENTAL
      STOCK TRANSFER & TRUST

    COMPANY,
      as Trustee

     

    By:
      ____________________________

    Name:

    Title:

     

    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    By:
      ____________________________

    Name:

    Title:

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Corporate Trust Department

     

    Re: Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between
      Stoneleigh Partners Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _________, 2006 (“Trust
      Agreement”), this is to advise you that the Company has entered into an
      agreement (“Business Agreement”) with __________________ (“Target Business”) to
      consummate a business combination with Target Business (“Business Combination”)
      on or about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”).

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated and (b),
      if
      applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4 of the
      Colorado Statute have been met, and (ii) the Company shall deliver to you
      (a) [an affidavit] [a certificate] of ______________________, which
      verifies the vote of the Company’s Class B stockholders in connection with the
      Business Combination and (b) written instructions with respect to the transfer
      of the funds held in the Trust Account (“Instruction Letter”). You are hereby
      directed and authorized to transfer the funds held in the Trust Account
      immediately upon your receipt of the counsel's letter and the Instruction
      Letter, in accordance with the terms of the Instruction Letter. In the event
      that certain deposits held in the Trust Account may not be liquidated by the
      Consummation Date without penalty, you will notify the Company of the same
      and
      the Company shall direct you as to whether such funds should remain in the
      Trust
      Account and distributed after the Consummation Date to the Company. Upon the
      distribution of all the funds in the Trust Account pursuant to the terms hereof,
      the Trust Agreement shall be terminated. In the event that the Business
      Combination is not consummated on the Consummation Date described in the notice
      thereof and we have not notified you on or before the original Consummation
      Date
      of a new Consummation Date, then the funds held in the Trust Account shall
      be
      reinvested as provided in the Trust Agreement on the business day immediately
      following the Consummation Date as set forth in the notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Very
      truly yours,

     

    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    By:________________________________

    Name:

    Title:

     

    By:________________________________

    Name:

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Corporate Trust Department

     

    Re: Trust
      Account No.
      [             ]
      Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between
      Stoneleigh Partners Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _____________, 2006 (“Trust
      Agreement”), this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      prospectus relating to its initial public offering.

     

    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Statute have been met and (b) authorize you to commence liquidation of the
      Trust
      Account as part of the Company's plan of dissolution and liquidation. The
      Company will establish a record date for the purposes of determining the Class
      B
      stockholders of record entitled to receive their share of liquidation proceeds.
      The record date shall be within ten (10) days of
      the liquidation date or as soon thereafter as is reasonably
      practicable and legally permissible. You will notify the Company in writing
      as
      to when all of the funds in the Trust Account will be available for immediate
      transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement.
      You shall commence distribution of such funds in accordance with the terms
      of
      the Trust Agreement and you shall oversee the distribution of the funds.
      Upon the distribution of all the funds in the Trust Account, your obligations
      under the Trust Agreement shall be terminated.

     

    Very
      truly yours,

     

    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    By:________________________________

    Name:

    Title:

     

    By:________________________________

    Name:

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C

     

    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
              AUTHORIZED

              TELEPHONE
                NUMBERS

            
	
              Company:

               

            	 
	
              Stoneleigh
                Partners Acquisition Corp.

              555
                Fifth Avenue

              New
                York, New York 10017

              Attn: Chief
                Financial Officer

               

            	
              Phone:
                (212) 581-5777

               

              Fax:
                (212) 974-5755

               

            
	
              Trustee:

               

            	 
	
              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Corporate Trust Department

            	
              Phone:

               

              Fax: