EXHIBIT
      10.5

    


    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 24
      months from the effective date (“Effective Date”) of the registration statement
      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,
      (ii) to cause the Company to dissolve as soon as reasonably
      practicable and (iii) vote his shares in favor of any plan of dissolution and
      distribution recommended by the Company's board of directors. In
      addition, if a proxy statement seeking the approval of the Company’s Class B
      stockholders for a business combination has not been filed prior to 22 months
      from the date of the completion of the IPO, the undersigned shall, as a member
      of the board of directors, prior to such date, cause the board to convene,
      adopt
      and recommend to the Company’s Class B stockholders and common stockholders,
      voting as a class, a plan of dissolution and distribution, and on such date
      cause the Company to file a proxy statement with the SEC seeking Class B
      stockholder and common stockholder approval, voting as a single class, for
      such
      plan. Alternatively, if a proxy statement seeking the approval of the Class
      B
      stockholders for a business combination has been filed prior to 22 months from
      the date of completion of the IPO, but such business combination has not been
      completed, the undersigned shall, as a member of the Company’s board of
      directors, promptly, but in no event more than 30 days following the end of
      the
      24th month, convene, adopt and recommend to the Company’s Class B stockholders
      and common stockholders, a plan of dissolution and distribution. 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. 

     

    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Stoneleigh
            Partners Acquisition Corp.

          HCFP/Brenner
            Securities LLC

          March
            15,
            2006

          Page
            2

        

      

    

     

    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 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;

     

    (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 a Director
      of
      the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Stoneleigh
            Partners Acquisition Corp.

          HCFP/Brenner
            Securities LLC

          March
            15,
            2006

          Page
            3

        

      

    

     

    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.

     

    


    Michael
      Clayton

    Print
      Name of Insider

     

    /s/
      Michael Clayton 
      
        

      

    

    Signature


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Michael
      Clayton has been a member of our Board of Directors since March 2006.
      Since August 2005, Mr. Clayton has been a Principal and Managing Director
      of ACM Capital, an acquisition evaluation, advisory, and private equity firm.
      From April 2002 through November 2005, Mr. Clayton served as President of PLM
      Transportation Equipment Corp., a former subsidiary of PLM International. From
      May 2001 to April 2002, Mr. Clayton was a Principal of Highland Capital, a
      financial services and asset management firm. From 1997 to May 2001, Mr. Clayton
      served as Senior Vice President, Global Operations and Development, and was
      a
      member of the Executive Committee of GATX Corporation, a New York Stock Exchange
      listed lessor of freight and tank cars. Prior to joining GATX, Mr. Clayton
      had
      over 30 years of additional experience in various capacities. Mr. Clayton was
      a
      Senior Vice President - Original Equipment and International Operations
      (1992-1995) and Vice President - International Operations (1991-1992) of Fel
      Pro, Inc., a company engaged in the manufacturing and distribution of automotive
      engine components to original equipment manufacturers and after-market sectors.
      From 1979-1991, Mr. Clayton served in several capacities at Navistar
      International Corp., a producer of trucks and diesel engines. Mr. Clayton
      currently serves on the Board of Directors of Andy Frain and Associates, a
      commercial security and crowd management company and Coreblox, Inc., a hosted
      website IT support company. He is a Fellow of Leadership Greater Chicago and
      recipient of the Urban League's annual service award. Mr. Clayton received
      a
      B.A. from Illinois Institute of Technology and an M.B.A. from the University
      of
      Chicago.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      B

     

    Intentionally
      Omitted