SELECTED DEALERS AGREEMENT

Broker Dealer Agreement

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STONELEIGH PARTNERS ACQUISITION CORP. | HCFP/BRENNER SECURITIES LLC

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Title: SELECTED DEALERS AGREEMENT
Governing Law: New York Date: 4/12/2006

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EXHIBIT 1.2

HCFP/BRENNER SECURITIES LLC

888 SEVENTH AVENUE

17^th FLOOR

NEW YORK, NEW YORK 10106

________________________________________________

SELECTED DEALERS AGREEMENT

________________________________________________

Dear Sirs:

1. Registration under the Securities Act of 1933, as amended (“Act”), of the 850,000 Series A Units and 9,200,000 Series B Units^* of Stoneleigh Partners Acquisition Corp. (“Company”), as more fully described in the Preliminary Prospectus, dated ___________, 2006, and in the final prospectus (“Prospectus”) which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Units for purchase by a selected group of dealers (“Selected Dealers”) on the terms and conditions stated herein.

Authorized Public Offering Price:	$8.50 per Series A Unit $10.10 per Series B Unit
Dealers’ Selling Concession:	Not to exceed $0.__ per Series A Unit and $0.__ per Series B Unit payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Series A Units or Series B Units purchased by any of the Selected Dealers from us and repurchased by us at or below the price stated above prior to such termination.
Reallowance:	You may reallow not in excess of $0.__ per Series A Unit and $0.__ per Series B Unit as a selling concession to dealers who are members in good standing of the National Association of Securities Dealers, Inc. (“NASD”) or to foreign dealers who are not eligible for membership in the NASD and who have agreed (i) not to sell the Series A Units and Series B Units within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein, and (ii) to abide by the applicable Conduct Rules of the NASD.
Delivery and Payment:	Delivery of the Series A Units and Series B Units (collectively, the “Units”) shall be made on or about ________, 2006 or such later date as we may advise on not less than one day’s notice to you, at the office of HCFP/Brenner Securities LLC, 888 Seventh Avenue, 17^th Floor, New York, New York 10106 or at such other place as we shall specify on not less than one day’s notice to you. Payment for the Units is to be made, against delivery, at the authorized public offering price stated above, or, if we shall so advise you, at the authorized public offering price less the dealers’ selling concession stated above, by a certified or official bank check in New York Clearing House Funds payable to the order of HCFP/Brenner Securities LLC.
Termination:	This Agreement shall terminate at the close of business on the 45^th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at our discretion for a period or periods not to exceed in the aggregate 30 additional days. We may terminate this Agreement, whether or not extended, at any time without notice.