STOCK
        ESCROW AGREEMENT

       

      STOCK
        ESCROW AGREEMENT, dated as of
                          ,
        2005 (“Agreement”), by and among Key Hospitality Acquisition Corporation, a
        Delaware corporation (“Company”), and the undersigned parties listed under
        Initial Stockholders on the signature page hereto (collectively, the “Initial
        Stockholders”) and Continental Stock Transfer & Trust Company, a New York
        corporation (“Escrow Agent”).

       

      WHEREAS,
        the Company has entered into an Underwriting Agreement, dated
                 ,
        2005 (“Underwriting
        Agreement”), with Maxim Group LLC (“Maxim”) acting as representative of the
        several underwriters (collectively with Maxim, the “Underwriters”), pursuant to
        which, among other matters, the Underwriters have agreed to purchase 10,000,000
        units (“Units”) of the Company.  Each Unit consists of one share of the
        Company’s common stock, par value $.001 per share (“Common Stock”), and one
        Warrant, with each Warrant granting the holder thereof the right to purchase
        one
        share of Common Stock, all as more fully described in the Company’s final
        Prospectus, dated
                   ,
        2005
        (“Prospectus”) comprising part of the Company’s Registration Statement on Form
        S-1 (File No. 333-125009) under the Securities Act of 1933,
        as amended
        (“Registration Statement”), declared effective on
                            ,
        2005 (“Effective Date”).

       

      WHEREAS,
        the Initial Stockholders have agreed as a condition of the sale of the Units
        to
        deposit their shares of Common Stock, as set forth opposite their respective
        names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as
        hereinafter provided.

       

      WHEREAS,
        the Company and the Initial Stockholders desire that the Escrow Agent accept
        the
        Escrow Shares, in escrow, to be held and disbursed as hereinafter
        provided.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

       

      1.            
        Appointment of Escrow Agent. 
        The Company and the Initial Stockholders hereby appoint the Escrow Agent
        to act
        in accordance with and subject to the terms of this Agreement, and the Escrow
        Agent hereby accepts such appointment and agrees to act in accordance with
        and
        subject to such terms.

       

      2.            
        Deposit of Escrow Shares. 
        On or before the Effective Date, each of the Initial Stockholders shall deliver
        to the Escrow Agent certificates representing his respective Escrow Shares,
        to
        be held and disbursed subject to the terms and conditions of this
        Agreement.  Each Initial Stockholder acknowledges that the certificate
        representing his Escrow Shares is legended to reflect the deposit of such
        Escrow
        Shares under this Agreement.

       

      3.            
        Disbursement of the Escrow Shares. 
        The Escrow Agent shall hold the Escrow Shares until the third anniversary
        of the
        Effective Date (“Escrow Period”), on which date it shall, upon written
        instructions from each Initial Stockholder, disburse each of the Initial
        Stockholder’s Escrow Shares to such Initial Stockholder; provided, however, that
        if the Escrow Agent is notified by the Company pursuant to Section 6.7
        hereof that the Company is being liquidated at any time during the Escrow
        Period, then the Escrow Agent shall promptly destroy the certificates
        representing the Escrow Shares; provided further, however, that if, after
        the
        Company consummates a Business Combination (as such term is defined in the
        Registration Statement), it (or the surviving entity) subsequently consummates
        a
        liquidation, merger, stock exchange or other similar transaction which results
        in all of the stockholders of such entity having the right to exchange their
        shares of Common Stock for cash, securities or other property, then the Escrow
        Agent will, upon receipt of a certificate, executed by the Chief Executive
        Officer or Chief Financial Officer of the Company, in form reasonably acceptable
        to the Escrow Agent, that such transaction is then being consummated, release
        the Escrow Shares to the Initial Stockholders upon consummation of the
        transaction so that they can similarly participate.  The Escrow Agent
        shall
        have no further duties hereunder after the disbursement or destruction of
        the
        Escrow Shares in accordance with this Section 3.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      4.            
        Rights of Initial Stockholders in Escrow Shares.

       

      4.1          
        Voting Rights as a Stockholder. 
        Subject to the terms of the Insider Letter described in Section 4.4
        hereof
        and except as herein provided, the Initial Stockholders shall retain all
        of
        their rights as stockholders of the Company during the Escrow Period, including,
        without limitation, the right to vote such shares.

       

      4.2          
        Dividends and Other Distributions in Respect of the Escrow
        Shares. 
        During the Escrow Period, all dividends payable in cash with respect to the
        Escrow Shares shall be paid to the Initial Stockholders, but all dividends
        payable in stock or other non-cash property (“Non-Cash Dividends”) shall be
        delivered to the Escrow Agent to hold in accordance with the terms hereof. 
        As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash
        Dividends distributed thereon, if any.

       

      4.3          
        Restrictions on Transfer. 
        During the Escrow Period, no sale, transfer or other disposition may be made
        of
        any or all of the Escrow Shares except (i) by gift to a member of Initial
        Stockholder’s immediate family or to a trust, the beneficiary of which is an
        Initial Stockholder or a member of an Initial Stockholder’s immediate family,
        (ii) by virtue of the laws of descent and distribution upon death of any
        Initial
        Stockholder, or (iii) pursuant to a qualified domestic relations order;
provided,
        however,
        that
        such permissive transfers may be implemented only upon the respective
        transferee’s written agreement to be bound by the terms and conditions of this
        Agreement and of the Insider Letter signed by the Initial Stockholder
        transferring the Escrow Shares.  During the Escrow Period, the Initial
        Stockholders shall not pledge or grant a security interest in the Escrow
        Shares
        or grant a security interest in their rights under this Agreement.

       

      4.4          
        Insider Letters. 
        Each of the Initial Stockholders has executed a letter agreement with Maxim
        and
        the Company, dated as indicated on Exhibit A hereto, and which is
        filed as
        an exhibit to the Registration Statement (“Insider Letter”), respecting the
        rights and obligations of such Initial Stockholder in certain events, including
        but not limited to the liquidation of the Company.

       

      5.            
        Concerning the Escrow Agent.

       

      5.1          
        Good
        Faith Reliance. 
        The Escrow Agent shall not be liable for any action taken or omitted by it
        in
        good faith and in the exercise of its own best judgment, and 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
        Escrow Agent), 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 Escrow Agent to be genuine and
        to be
        signed or presented by the proper person or persons.  The Escrow Agent
        shall not be bound by any notice or demand, or any waiver, modification,
        termination or rescission of this Agreement unless evidenced by a writing
        delivered to the Escrow Agent signed by the proper party or parties and,
        if the
        duties or rights of the Escrow Agent are affected, unless it shall have given
        its prior written consent thereto.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

       5.2         
        Indemnification. 
        The Escrow Agent shall be indemnified and held harmless by the Company from
        and
        against any expenses, including counsel fees and disbursements, or loss suffered
        by the Escrow Agent in connection with any action, suit or other proceeding
        involving any claim which in any way, directly or indirectly, arises out
        of or
        relates to this Agreement, the services of the Escrow Agent hereunder, or
        the
        Escrow Shares held by it hereunder, other than expenses or losses arising
        from
        the gross negligence or willful misconduct of the Escrow Agent.  Promptly
        after the receipt by the Escrow Agent of notice of any demand or claim or
        the
        commencement of any action, suit or proceeding, the Escrow Agent shall notify
        the other parties hereto in writing.  In the event of the receipt
        of such
        notice, the Escrow Agent, in its sole discretion, may commence an action
        in the
        nature of interpleader in an appropriate court to determine ownership or
        disposition of the Escrow Shares or it may deposit the Escrow Shares with
        the
        clerk of any appropriate court or it may retain the Escrow Shares pending
        receipt of a final, non-appealable order of a court having jurisdiction over
        all
        of the parties hereto directing to whom and under what circumstances the
        Escrow
        Shares are to be disbursed and delivered.  The provisions of this
        Section 5.2 shall survive in the event the Escrow Agent resigns or
        is
        discharged pursuant to Sections 5.5 or 5.6 below.

       

      5.3          
        Compensation. 
        The Escrow Agent shall be entitled to the compensation from the Company set
        forth on Exhibit
        B
        attached
        hereto for all services rendered by the Escrow Agent hereunder.  The
        Escrow
        Agent shall also be entitled to reimbursement from the Company for all
        documented expenses paid or incurred by it in the administration of its duties
        hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
        and disbursements and all taxes or other governmental charges.

       

      5.4          
        Further Assurances. 
        From time to time on and after the date hereof, the Company and the Initial
        Stockholders shall deliver or cause to be delivered to the Escrow Agent such
        further documents and instruments and shall do or cause to be done such further
        acts as the Escrow Agent shall reasonably request to carry out more effectively
        the provisions and purposes of this Agreement, to evidence compliance herewith
        or to assure itself that it is protected in acting hereunder.

       

      5.5          
        Resignation. 
        The Escrow Agent may resign at any time and be discharged from its duties
        as
        escrow agent hereunder by its giving the other parties hereto written notice
        and
        such resignation shall become effective as hereinafter provided. 
        Such
        resignation shall become effective only at such time that the Escrow Agent
        shall
        turn over to a successor escrow agent appointed by the Company, the Escrow
        Shares held hereunder.  If no new escrow agent is so appointed within
        the
        60 day period following the giving of such notice of resignation, the Escrow
        Agent may submit an application to have the Escrow Shares deposited with
        the
        United States District Court for the Southern District of New York and upon
        such
        deposit, the Escrow Agent shall be immune from any liability
        whatsoever.

       

      5.6          
        Discharge of Escrow Agent. 
        The Escrow Agent shall resign and be discharged from its duties as escrow
        agent
        hereunder if so requested in writing at any time by the Company and a majority
        of the Initial Stockholders, jointly, provided, however, that such resignation
        shall become effective only upon acceptance of appointment by a successor
        escrow
        agent as provided in Section 5.5.

       

      5.7          
        Liability. 
        Notwithstanding anything herein to the contrary, the Escrow Agent shall not
        be
        relieved from liability hereunder for its own gross negligence or its own
        willful misconduct.

       

      6.            
        Miscellaneous.

       

      6.1          
        Governing Law. 
        This Agreement shall for all purposes be deemed to be made under and shall
        be
        construed in accordance with the laws of the State of New York, with regard
        to
        the conflicts of laws principals thereof.

       

      6.2          
        Third
        Party Beneficiaries. 
        Each of the Initial Stockholders, the Company and the Escrow Agent hereby
        specifically acknowledges and agrees that the Underwriters are third party
        beneficiaries of this Agreement and this Agreement may not be modified or
        changed without the prior written consent of Maxim.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      6.3          
        Entire Agreement. 
        This Agreement contains the entire agreement of the parties hereto with respect
        to the subject matter hereof and, except as expressly provided herein, may
        not
        be changed or modified except by an instrument in writing signed by the party
        to
        be charged.

       

      6.4          
        Headings. 
        The headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation thereof.

       

      6.5          
        Binding Effect. 
        This Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto and their legal representatives, successors and
        assigns.

       

      6.6          
        Notices. 
        Any notice or other communication required or which may be given hereunder
        shall
        be in writing and either be delivered personally, by facsimile transmission
        (followed by regular mail delivery) or be mailed, certified or registered
        mail,
        or by private national courier service, return receipt requested, postage
        prepaid, and shall be deemed given when so delivered personally or by facsimile
        or, if mailed, two days after the date of mailing, as follows:

       

      If
        to the
        Company, to:

       

      Key
        Hospitality Acquisition Corporation

      1775
        Broadway, Suite 604

      New
        York,
        New York 10019

      Attn:  
        Chairman

      Fax
        No:
        ______________________

       

      If
        to a
        Stockholder, to the address and fax number set forth on Exhibit A.

       

      and
        if to
        the Escrow Agent, to:

       

      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:  
        Chairman

      Fax
        No:
        ______________________

       

      A
        copy of
        any notice sent hereunder shall be sent to:

       

      Mintz
        Levin Cohn Ferris Glovsky and Popeo, PC

      666
        Third
        Avenue

      New
        York,
        New York 10017

      Attn:  
        Kenneth R. Koch, Esq.

      Fax
        No:
        (212) 983-3115

      


      and:

       

      Maxim
        Group LLC

      405
        Lexington Ave.

      New
        York,
        New York 10174

      Attn:
        Clifford A. Teller

      Fax
        No:
        (212) 895-3783

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      and:

       

      Ellenoff
        Grossman & Schole LLP

      370
        Lexington Ave.

      New
        York,
        New York 10017

      Attn:      
        Douglas S. Ellenoff, Esq.

      Fax
        No:
        (212) 370-7889

       

      The
        parties may change the persons and addresses to which the notices or other
        communications are to be sent by giving written notice to any such change
        in the
        manner provided herein for giving notice.

       

      6.7          Liquidation
        of Company.
        The
        Company shall give the Escrow Agent written notification of the liquidation
        and
        dissolution of the Company in the event that the Company fails to consummate
        a
        Business combination within the time period(s) specified in the
        Prospectus.

      


      6.8
                  Counterparts.
        This
        Agreement may be executed in several counterparts, each one of which may
        be
        delivered by facsimile transmission and each of which shall constitute an
        original, and together shall constitute but one instrument.

      


      


      [signature
        page follows]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      WITNESS
        the execution of this Agreement as of the date first above written.

       

       

      
        
          	 	
                  KEY
                    HOSPITALITY ACQUISITION CORPORATION

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	 	
                  By:
                                                                                                 
                    

                
	 	
                  [Name],
                    [Title]

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	 	
                  INITIAL
                    STOCKHOLDERS:

                
	
                   

                	
                   

                
	
                   

                	
                                                                                                        
                    

                
	 	
                  Jeffrey
                    and Mary Beth Davidson

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                  
                                                                                                          
                      

                  

                
	 	
                  Udi
                    Toledano

                
	 	 
	 	 
	 	
                                                                                                        
                    

                
	 	
                  Janet
                    Toledano

                
	
                   

                	
                   

                   

                
	
                   

                	
                  Trust
                    F/B/O Alexander & Anna Toledano DTD 9/2/93

                
	 	 
	 	 
	 	
                                                                                                        
                    

                
	 	
                  Name:

                  Title:

                
	
                   

                	
                   

                
	 	 
	
                   

                	
                  
                                                                                                          
                      

                  

                
	 	
                  Rick
                    Davidson

                
	
                   

                	 
	
                   

                	 
	 	
                                                                                                        
                    

                
	
                   

                	 
	 	 
	
                   

                	
                                                                                                        
                    

                
	 	
                  Glyn
                    F. Aeppel

                


           

          
            
               

            

            
               

              
                

              

            

            
               

            

             

          

          
            	
                     

                  	
                     

                    
                                                                                                            

                    

                  
	 	
                    W.
                      Thomas Parrington

                  
	 	 
	 	 
	
                     

                  	
                    
                                                                                                            
                        

                    

                  
	 	
                    Stephen
                      B. Siegel

                  
	
                     

                  	
                     

                  
	 	 
	 	
                                                                                                          
                      

                  
	
                     

                  	
                    Burton
                      Koffman

                  
	 	 
	 	 
	
                     

                  	
                    
                                                                                                            
                        

                    

                  
	 	
                    Robert
                      and Laurie Chefitz

                  
	 	 
	 	 
	 	
                                                                                                          
                      

                  
	
                     

                  	
                    Michael
                      Signorelli

                  
	
                     

                  	
                     

                  
	
                     

                  	
                     

                  
	 	
                    CONTINENTAL
                      STOCK TRANSFER

                  
	 	
                     
                      & TRUST COMPANY

                  
	
                     

                  	
                     

                  
	
                     

                  	
                     

                  
	 	
                    By:                                                                                
                      

                  
	 	
                    Name:

                  
	 	
                    Title:

                  


          

        

      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      EXHIBIT
        A

       

      
        	
                Name
                  and Address of

                Initial
                  Stockholder

              	 	
                Number

                of
                  Shares

              	 	
                Stock

                Certificate
                  Number

              	 	
                Date
                  of

                Insider
                  Letter

              	 
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              	 
	
                Jeffrey
                  and Mary Beth Davidson

                [add
                  in address and fax]

              	 	 	
                943,750

              	 	 	 	 	 	 	 
	
                Udi
                  Toledano

                [add
                  in address and fax]

              	 	 	
                362,500

              	 	 	 	 	 	 	 
	
                Janet
                  Toledano

                [add
                  in address and fax]

              	 	 	
                250,000

              	 	 	 	 	 	 	 
	
                Trust
                  F/B/O Alexander & Anna Toledano DTD 9/2/93

                [add
                  in address and fax]

              	 	 	
                133,333

              	 	 	 	 	 	 	 
	
                Rick
                  Davidson

                [add
                  in address and fax]

              	 	 	
                52,083

              	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
                Glyn
                  F. Aeppel

                [add
                  in address and fax]

              	 	 	
                150,000

              	 	 	 	 	 	 	 
	
                W.
                  Thomas Parrington

                [add
                  in address and fax]

              	 	 	
                208,333

              	 	 	 	 	 	 	 
	
                Stephen
                  B. Siegel

                [add
                  in address and fax]

              	 	 	
                125,000

              	 	 	 	 	 	 	 
	
                Robert
                  and Laurie Chefitz

                [add
                  in address and fax]

              	 	 	
                125,000

              	 	 	 	 	 	 	 
	
                Burton
                  Koffman

                [add
                  in address and fax]

              	 	 	
                66,666

              	 	 	 	 	 	 	 
	
                Michael
                  Signorelli

                [add
                  in address and fax]

              	 	 	
                83,333

              	 	 	 	 	 	 	 


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        B

      


      Escrow
        Agent Fees

      


      


      [to
        be
        provided]