WARRANT
        AGREEMENT

      


      Agreement
        made as of  , 2005 between Key Hospitality Acquisition Corporation,
        a
        Delaware corporation, with offices at 1775 Broadway, Suite 604, New York,
        NY
        10019 (“Company”), and Continental Stock Transfer & Trust Company, a New
        York corporation, with offices at 17 Battery Place, New York, New York 10004
        (“Warrant Agent”).

      


      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units
        (“Units”) and, in connection therewith, has determined to issue and deliver up
        to 11,500,000 Warrants (“Public Warrants”) to the investors in the Public
        Offering, and (ii) 500,000 Warrants to Maxim Group LLC (“Maxim”) or its
        designees (“Representative's Warrants” and, together with the Public Warrants,
        the “Warrants”), each of such Public Warrants evidencing the right of the holder
        thereof to purchase one share of common stock, par value $.001 per share,
        of the
        Company (“Common Stock”) for $6.00, subject to adjustment as described herein;
        and

      


      WHEREAS,
        the Company has filed with the Securities and Exchange Commission a Registration
        Statement, File No. 333-125009 on Form S-1 (as the same may be amended from
        time
        to time, the “Registration Statement”) for the registration, under the
        Securities Act of 1933, as amended (“Act”) of, among other securities, the
        Warrants and the Common Stock issuable upon exercise of the Warrants;
        and

      


      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer, exchange, redemption and exercise of the Warrants;
        and

      


      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

      


      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

      


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

      


      1. Appointment
        of Warrant Agent.
        The
        Company hereby appoints the Warrant Agent to act as agent
        for the
        Company for the Warrants, and the Warrant Agent hereby accepts such appointment
        and agrees to perform the same in accordance with the terms and conditions
        set
        forth in this Agreement.

      


      2. Warrants.

      


      2.1 Form
        of Warrant.
        Each
        Warrant shall be issued in registered form only, shall be in substantially
        the
        form of Exhibit A hereto, the provisions of which are incorporated herein,
        and
        shall be signed by, or bear the facsimile signature of, the Chairman of the
        Board or President and Treasurer, Secretary or Assistant Secretary of the
        Company and shall bear a facsimile of the Company’s seal. In the event the
        person whose facsimile signature has been placed upon any Warrant shall have
        ceased to serve in the capacity in which such person signed the Warrant before
        such Warrant is issued, it may be issued with the same effect as if he or
        she
        had not ceased to be such at the date of issuance.

      


      
        
           

        

        
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      2.2 Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.

      


      2.3 Registration.

      


      2.3.1 Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”), for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denominations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company.

      


      2.3.2 Registered
        Holder.
        Prior
        to due presentment for registration of transfer of any Warrant, the Company
        and
        the Warrant Agent may deem and treat the person in whose name such Warrant
        shall
        be registered upon the Warrant Register (“registered holder”), as the absolute
        owner of such Warrant and of each Warrant represented thereby (notwithstanding
        any notation of ownership or other writing on the Warrant Certificate made
        by
        anyone other than the Company or the Warrant Agent), for the purpose of any
        exercise thereof, and for all other purposes, and neither the Company nor
        the
        Warrant Agent shall be affected by any notice to the contrary.

      


      2.4 Detachability
        of Warrants.
        The
        securities comprising the Units will not be separately transferable until
        90
        days after the date hereof unless Maxim informs the Company of its decision
        to
        allow earlier separate trading, but in no event will Maxim allow separate
        trading of the securities comprising the Units until the Company files a
        Current
        Report on Form 8-K which includes an audited balance sheet reflecting the
        receipt by the Company of the gross proceeds of the Public Offering including
        the proceeds received by the Company from the exercise of the Underwriter’s
        over-allotment option, if the over-allotment option is exercised prior to
        the
        filing of the Form 8-K.

      


      2.5 Warrants
        and Representative’s Warrants.
        The
        Representative's Warrants shall have the same terms and be in the same form
        as
        the Public Warrants except with respect to the Warrant Price as set forth
        below
        in Section 3.1.

      


      3. Terms
        and Exercise of Warrants.

      


      3.1 Warrant
        Price.
        Each
        Public Warrant shall, when countersigned by the Warrant Agent, entitle the
        registered holder thereof, subject to the provisions of such Public Warrant
        and
        of this Warrant Agreement, to purchase from the Company the number of shares
        of
        Common Stock stated therein, at the price of $6.00 per whole share, subject
        to
        the adjustments provided in Section 4 hereof and in the last sentence
        of
        this Section 3.1. Each Representative’s Warrant shall, when countersigned
        by the Warrant Agent, entitle the registered holder thereof, subject to the
        provisions of such Representative's Warrant and of this Warrant Agreement,
        to
        purchase from the Company the number of shares of Common Stock stated therein,
        at the price of $7.50 per whole share, subject to the adjustments provided
        in
        Section 4 hereof and in the last sentence of this Section 3.1. The
        term
“Warrant Price” as used in this Warrant Agreement refers to the price per share
        at which Common Stock may be purchased at the time a Warrant is exercised.
        The
        Company in its sole discretion may lower the Warrant Price at any time prior
        to
        the Expiration Date.

      


      3.2 Duration
        of Warrants.
        A
        Warrant may be exercised only during the period (“Exercise Period”) commencing
        on the later of the consummation by the Company of a merger, capital stock
        exchange, asset acquisition or other similar business combination (“Business
        Combination”) (as described more fully in the Company’s Registration Statement)
        or             ,
        2006 and terminating at 5:00 p.m., New York City time on the earlier to occur
        of
        (i)             ,
        2009 or (ii) the date fixed for redemption of the Warrants as provided
        in
        Section 6 of this Agreement (“Expiration Date”). Except with respect to the
        right to receive the Redemption Price (as set forth in Section 6
        hereunder), each Warrant not exercised on or before the Expiration Date shall
        become void, and all rights thereunder and all rights in respect thereof
        under
        this Agreement shall cease at the close of business on the Expiration Date.
        The
        Company in its sole discretion may extend the duration of the Warrants by
        delaying the Expiration Date.

      


      
        
           

        

        
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      3.3 Exercise
        of Warrants.

      


      3.3.1 Payment.
        Subject
        to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
        countersigned by the Warrant Agent, may be exercised by the registered holder
        thereof by surrendering it, at the office of the Warrant Agent, or at the
        office
        of its successor as Warrant Agent, in the Borough of Manhattan, City and
        State
        of New York, with the subscription form, as set forth in the Warrant, duly
        executed, and by paying in full, in lawful money of the United States, in
        cash,
        good certified check or good bank draft payable to the order of the Company
        (or
        as otherwise agreed to by the Company), the Warrant Price for each full share
        of
        Common Stock as to which the Warrant is exercised and any and all applicable
        taxes due in connection with the exercise of the Warrant, the exchange of
        the
        Warrant for the Common Stock, and the issuance of the Common Stock.

      


      3.3.2 Issuance
        of Certificates.
        As soon
        as practicable after the exercise of any Warrant and the clearance of the
        funds
        in payment of the Warrant Price, the Company shall issue to the registered
        holder of such Warrant a certificate or certificates for the number of full
        shares of Common Stock to which he is entitled, registered in such name or
        names
        as may be directed by him, her or it, and if such Warrant shall not have
        been
        exercised in full, a new countersigned Warrant for the number of shares as
        to
        which such Warrant shall not have been exercised. Notwithstanding the foregoing,
        the Company shall not be obligated to deliver any securities pursuant to
        the
        exercise of a Warrant unless (i) a registration statement under the Act with
        respect to the Common Stock is effective or (ii) in the opinion of counsel
        to
        the Company, the exercise of the Warrants is exempt from the registration
        requirements of the Act and such securities are qualified for sale or exempt
        from qualification under applicable securities laws of the states or other
        jurisdictions in which the registered holders reside. Warrants may not be
        exercised by, or securities issued to, any registered holder in any state
        in
        which such exercise would be unlawful.

      


      3.3.3 Valid
        Issuance.
        All
        shares of Common Stock issued upon the proper exercise of a Warrant in
        conformity with this Agreement shall be validly issued, fully paid and
        nonassessable.

      


      3.3.4 Date
        of Issuance.
        Each
        person in whose name any such certificate for shares of Common Stock is issued
        shall for all purposes be deemed to have become the holder of record of such
        shares on the date on which the Warrant was surrendered and payment of the
        Warrant Price was made, irrespective of the date of delivery of such
        certificate, except that, if the date of such surrender and payment is a
        date
        when the stock transfer books of the Company are closed, such person shall
        be
        deemed to have become the holder of such shares at the close of business
        on the
        next succeeding date on which the stock transfer books are open.

      


      3.3.5 Warrant
        Solicitation and Warrant Solicitation Fee.

      


      (a) The
        Company has engaged Maxim, on an exclusive basis, as its agent for the
        solicitation of the exercise of the Warrants. The Company, at its cost, will:
        (i) assist Maxim with respect to such solicitation, if requested by Maxim,
        and
        (ii) provide Maxim, and direct the Company’s transfer agent and the Warrant
        Agent to deliver to Maxim, lists of the record and, to the extent known,
        beneficial owners of the Company’s Warrants. The Company hereby instructs the
        Warrant Agent to cooperate with Maxim in every respect in connection with
        Maxim’s solicitation activities, including, but not limited to, providing to
        Maxim, at the Company’s cost, a list of record and beneficial holders of the
        Warrants and circulating a prospectus or offering circular disclosing the
        compensation arrangements referenced in Section 3.3.5(b) below to
        holders
        of the Warrants at the time of exercise of the Warrants. In addition to the
        conditions set forth in Section 3.3.5(b), Maxim shall accept payment
        of the
        warrant solicitation fee provided in Section 3.3.5(b) only if it has
        provided services to the Company in connection with the exercise of the Warrants
        and only to the extent that an investor who exercises his Warrants specifically
        designates, in writing, that Maxim solicited his exercise. In addition to
        soliciting, either orally or in writing, the exercise of Warrants by a Warrant
        holder, such services may also include disseminating information, either
        orally
        or in writing, to Warrant holders about the Company or the market for the
        Company’s securities, or assisting in the processing of the exercise of
        Warrants.

      


      
        
           

        

        
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      (b) In
        each
        instance in which a Warrant is exercised, the Warrant Agent shall promptly
        give
        written notice of such exercise to the Company and Maxim (“Warrant Agent’s
        Exercise Notice”). If, upon the exercise of any Warrant more than one year from
        the effective date of the Registration Statement, (i) the market price
        of
        the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
        compensation arrangements between the Company and Maxim with respect to the
        solicitation of the exercise of the Warrants was made both at the time of
        the
        Public Offering and at the time of exercise (by delivery of the Prospectus
        or as
        otherwise required by applicable law, rule or regulation), (iii) the holder
        of
        the Warrant confirms in writing that the exercise of the Warrant was solicited
        by Maxim, (iv) the Warrant was not held in a discretionary account, and (v)
        the
        solicitation of the exercise of the Warrant was not in violation of Regulation
        M
        (as such rule or any successor rule may be in effect as of such time of
        exercise) promulgated under the Securities Exchange Act of 1934, as amended,
        then the Warrant Agent, simultaneously with the distribution of the Common
        Stock
        underlying the Warrants so exercised in accordance with the instructions
        from
        the Company following receipt of the proceeds to the Company received upon
        exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of
        3% of
        the Warrant Price to Maxim, provided that Maxim delivers to the Warrant Agent
        within ten (10) business days from the date on which Maxim has received the
        Warrant Agent’s Exercise Notice, a certificate that the conditions set
        forth in
        the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding
        the foregoing, no fee will be paid to Maxim with respect to the exercise
        by the
        Underwriters or their affiliates or the Company’s officers or directors of
        Warrants purchased by it or them and still held by them for its or their
        own
        account. Maxim and the Company may at any time during business hours, examine
        the records of the Warrant Agent, including its ledger of original Warrant
        certificates returned to the Warrant Agent upon exercise of
        Warrants.

      


      (c) The
        provisions of this Section 3.3.5 may not be modified, amended or deleted
        without the prior written consent of Maxim.

      


      4. Adjustments.

      


      4.1 Stock
        Dividends - Split-Ups.
        If
        after the date hereof, and subject to the provisions of Section 4.6
        below,
        the number of outstanding shares of Common Stock is increased by a stock
        dividend payable in shares of Common Stock, or by a split-up of shares of
        Common
        Stock, or other similar event, then, on the effective date of such stock
        dividend, split-up or similar event, the number of shares of Common Stock
        issuable on exercise of each Warrant shall be increased in proportion to
        such
        increase in outstanding shares of Common Stock.

      


      4.2 Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 4.6,
        the
        number of outstanding shares of Common Stock is decreased by a consolidation,
        combination, reverse stock split or reclassification of shares of Common
        Stock
        or other similar event, then, on the effective date of such consolidation,
        combination, reverse stock split, reclassification or similar event, the
        number
        of shares of Common Stock issuable on exercise of each Warrant shall be
        decreased in proportion to such decrease in outstanding shares of Common
        Stock.

      


      
        
           

        

        
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      4.3 Adjustments
        in Exercise Price.
        Whenever the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants is adjusted, as provided in Section 4.1 and 4.2 above,
        the
        Warrant Price shall be adjusted (to the nearest cent) by multiplying such
        Warrant Price immediately prior to such adjustment by a fraction (x) the
        numerator of which shall be the number of shares of Common Stock purchasable
        upon the exercise of the Warrants immediately prior to such adjustment, and
        (y)
        the denominator of which shall be the number of shares of Common Stock so
        purchasable immediately thereafter.

      


      4.4 Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock (other than a change covered by Section 4.1 or 4.2 hereof or
        that
        solely affects the par value of such shares of Common Stock), or in the case
        of
        any merger or consolidation of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the assets or other property
        of
        the Company as an entirety or substantially as an entirety in connection
        with
        which the Company is dissolved, the Warrant holders shall thereafter have
        the
        right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the shares of Common Stock of the
        Company immediately theretofore purchasable and receivable upon the exercise
        of
        the rights represented thereby, the kind and amount of shares of stock or
        other
        securities or property (including cash) receivable upon such reclassification,
        reorganization, merger or consolidation, or upon a dissolution following
        any
        such sale or transfer, that the Warrant holder would have received if such
        Warrant holder had exercised his, her or its Warrant(s) immediately prior
        to
        such event; and if any reclassification also results in a change in shares
        of
        Common Stock covered by Section 4.1 or 4.2, then such adjustment shall
        be
        made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4.
        The
        provisions of this Section 4.4 shall similarly apply to successive
        reclassifications, reorganizations, mergers or consolidations, sales or other
        transfers.

      


      4.5 Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable upon
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjustment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
        notice to the Warrant holder, at the last address set forth for such holder
        in
        the warrant register, of the record date or the effective date of the event.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of such event.

      


      4.6 No
        Fractional Shares.
        Notwithstanding any provision contained in this Warrant Agreement to the
        contrary, the Company shall not issue fractional shares upon exercise of
        Warrants. If, by reason of any adjustment made pursuant to this Section 4,
        the holder of any Warrant would be entitled, upon the exercise of such Warrant,
        to receive a fractional interest in a share, the Company shall, upon such
        exercise, round up to the nearest whole number the number of the shares of
        Common Stock to be issued to the Warrant holder.

      


      4.7 Form
        of Warrant.
        The
        form of Warrant need not be changed because of any adjustment pursuant to
        this
        Section 4, and Warrants issued after such adjustment may state the
        same
        Warrant Price and the same number of shares as is stated in the Warrants
        initially issued pursuant to this Agreement. However, the Company may at
        any
        time in its sole discretion make any change in the form of Warrant that the
        Company may deem appropriate and that does not affect the substance thereof,
        and
        any Warrant thereafter issued or countersigned, whether in exchange or
        substitution for an outstanding Warrant or otherwise, may be in the form
        as so
        changed.

      


      
        
           

        

        
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      5. Transfer
        and Exchange of Warrants.

      


      5.1 Registration
        of Transfer.
        The
        Warrant Agent shall register the transfer, from time to time, of any outstanding
        Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
        properly endorsed with signatures properly guaranteed and accompanied by
        appropriate instructions for transfer. Upon any such transfer, a new Warrant
        representing an equal aggregate number of Warrants shall be issued and the
        old
        Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
        shall
        be delivered by the Warrant Agent to the Company from time to time upon
        request.

      


      5.2 Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and thereupon the Warrant Agent shall issue
        in
        exchange therefor one or more new Warrants as requested by the registered
        holder
        of the Warrants so surrendered, representing an equal aggregate number of
        Warrants; provided, however, that in the event that a Warrant surrendered
        for
        transfer bears a restrictive legend, the Warrant Agent shall not cancel such
        Warrant and issue new Warrants in exchange therefor until the Warrant Agent
        has
        received an opinion of counsel for the Company stating that such transfer
        may be
        made and indicating whether the new Warrants must also bear a restrictive
        legend.

      


      5.3 Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

      


      5.4 Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

      


      5.5 Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required
        by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose.

      


      1) Redemption.

      


      6.1 Redemption.
        Subject
        to Section 6.4 hereof, not less than all of the outstanding Warrants
        may be
        redeemed, at the option of the Company, at any time after they become
        exercisable and prior to their expiration, at the office of the Warrant Agent,
        upon the notice referred to in Section 6.2., at the price of $.01
        per
        Warrant (“Redemption Price”), provided that the last sales price of the Common
        Stock has been at least $11.50 per share, on each of twenty (20) trading
        days
        within any thirty (30) trading day period ending on the third business day
        prior
        to the date on which notice of redemption is given. The provisions of this
        Section 6.1 may not be modified, amended or deleted without the prior
        written consent of Maxim.

      


      6.2 Date
        Fixed for, and Notice of, Redemption.
        In the
        event the Company shall elect to redeem all of the Warrants, the Company
        shall
        fix a date for the redemption. Notice of redemption shall be mailed by first
        class mail, postage prepaid, by the Company not less than 30 days prior to
        the
        date fixed for redemption to the registered holders of the Warrants to be
        redeemed at their last addresses as they shall appear on the registration
        books.
        Any notice mailed in the manner herein provided shall be conclusively presumed
        to have been duly given whether or not the registered holder received such
        notice.

      


      
        
           

        

        
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      6.3 Exercise
        After Notice of Redemption.
        The
        Warrants may be exercised in accordance with Section 3 of this Agreement
        at
        any time after notice of redemption shall have been given by the Company
        pursuant to Section 6.2. hereof and prior to the time and date fixed
        for
        redemption. On and after the redemption date, the record holder of the Warrants
        shall have no further rights except to receive, upon surrender of the Warrants,
        the Redemption Price.

      


      6.4 Outstanding
        Warrants Only.
        The
        Company understands that the redemption rights provided for by this
        Section 6 apply only to outstanding Warrants. To the extent a person
        holds
        rights to purchase Warrants, such purchase rights shall not be extinguished
        by
        redemption. However, once such purchase rights are exercised, the Company
        may
        redeem the Warrants issued upon such exercise provided that the criteria
        for
        redemption is met. The provisions of this Section 6.4 may not be modified,
        amended or deleted without the prior written consent of Maxim.

      


      7. Other
        Provisions Relating to Rights of Holders of Warrants.

      


      7.1 No
        Rights as Stockholder.
        A
        Warrant does not entitle the registered holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        dividends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

      


      7.2 Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

      


      7.3 Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Common Stock that will be sufficient to permit the
        exercise in full of all outstanding Warrants issued pursuant to this
        Agreement.

      


      7.4 Registration
        of Common Stock.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        file with the Securities and Exchange Commission a post-effective amendment
        to
        the Registration Statement, or a new registration statement, for the
        registration, under the Act, of, and it shall take such action as is necessary
        to qualify for sale, in those states in which the Warrants were initially
        offered by the Company, the Common Stock issuable upon exercise of the Warrants.
        In either case, the Company will use its best efforts to cause the same to
        become effective and to maintain the effectiveness of such registration
        statement until the expiration of the Warrants in accordance with the provisions
        of this Agreement. The provisions of this Section 7.4 may not be modified,
        amended or deleted without the prior written consent of Maxim.

      


      8. Concerning
        the Warrant Agent and Other Matters.

      


      8.1 Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        imposed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of shares of Common Stock upon the exercise of Warrants, but the
        Company shall not be obligated to pay any transfer taxes in respect of the
        Warrants or such shares.

      


      
        
           

        

        
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      8.2 Resignation,
        Consolidation, or Merger of Warrant Agent.

      


      8.2.1 Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days’ notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation or incapacity to act or otherwise, the
        Company shall appoint in writing a successor Warrant Agent in place of the
        Warrant Agent. If the Company shall fail to make such appointment within
        a
        period of 30 days after it has been notified in writing of such resignation
        or
        incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
        with
        such notice, submit his Warrant for inspection by the Company), then the
        holder
        of any Warrant may apply to the Supreme Court of the State of New York for
        the
        County of New York for the appointment of a successor Warrant Agent at the
        Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
        by such court, shall be a corporation organized and existing under the laws
        of
        the State of New York, in good standing and having its principal office in
        the
        Borough of Manhattan, City and State of New York, and authorized under such
        laws
        to exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authority. After appointment, any successor Warrant Agent
        shall
        be vested with all the authority, powers, rights, immunities, duties, and
        obligations of its predecessor Warrant Agent with like effect as if originally
        named as Warrant Agent hereunder, without any further act or deed; but if
        for
        any reason it becomes necessary or appropriate, the predecessor Warrant Agent
        shall execute and deliver, at the expense of the Company, an instrument
        transferring to such successor Warrant Agent all the authority, powers, and
        rights of such predecessor Warrant Agent hereunder; and upon request of any
        successor Warrant Agent the Company shall make, execute, acknowledge, and
        deliver any and all instruments in writing for more fully and effectually
        vesting in and confirming to such successor Warrant Agent all such authority,
        powers, rights, immunities, duties, and obligations.

      


      8.2.2 Notice
        of Successor Warrant Agent.
        In the
        event a successor Warrant Agent shall be appointed, the Company shall give
        notice thereof to the predecessor Warrant Agent and the transfer agent for
        the
        Common Stock not later than the effective date of any such
        appointment.

      


      8.2.3 Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Agreement without any further act.

      


      8.3 Fees
        and Expenses of Warrant Agent.

      


      8.3.1 Remuneration.
        The
        Company agrees to pay the Warrant Agent the fees set forth on Exhibit
        A
        hereto
        for its services as Warrant Agent hereunder and will reimburse the Warrant
        Agent
        upon demand for all documented expenditures that the Warrant Agent may
        reasonably incur in the execution of its duties hereunder.

      


      8.3.2 Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reasonably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this
        Agreement.

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

         

      

      8.4 Liability
        of Warrant Agent.

      


      8.4.1 Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Warrant Agreement, the
        Warrant Agent shall deem it necessary or desirable that any fact or matter
        be
        proved or established by the Company prior to taking or suffering any action
        hereunder, such fact or matter (unless other evidence in respect thereof
        be
        herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the President or Chairman of the Board
        of
        the Company and delivered to the Warrant Agent. The Warrant Agent may rely
        upon
        such statement for any action taken or suffered in good faith by it pursuant
        to
        the provisions of this Agreement.

      


      8.4.2 Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Agreement except as a result of the Warrant Agent’s
        negligence, willful misconduct, or bad faith.

      


      8.4.3 Exclusions.
        The
        Warrant Agent shall have no responsibility with respect to the validity of
        this
        Agreement or with respect to the validity or execution of any Warrant (except
        its countersignature thereof); nor shall it be responsible for any breach
        by the
        Company of any covenant or condition contained in this Agreement or in any
        Warrant; nor shall it be responsible to make any adjustments required under
        the
        provisions of Section 4 hereof or responsible for the manner, method,
        or
        amount of any such adjustment or the ascertaining of the existence of facts
        that
        would require any such adjustment; nor shall it by any act hereunder be deemed
        to make any representation or warranty as to the authorization or reservation
        of
        any shares of Common Stock to be issued pursuant to this Agreement or any
        Warrant or as to whether any shares of Common Stock will when issued be valid
        and fully paid and nonassessable.

      


      8.5 Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Agreement and
        agrees
        to perform the same upon the terms and conditions herein set forth and among
        other things, shall account promptly to the Company with respect to Warrants
        exercised and concurrently account for, and pay to the Company, all moneys
        received by the Warrant Agent for the purchase of shares of the Company’s Common
        Stock through the exercise of Warrants.

      


      9. Miscellaneous
        Provisions.

      


      9.1 Successors.
        All the
        covenants and provisions of this Agreement by or for the benefit of the Company
        or the Warrant Agent shall bind and inure to the benefit of their respective
        successors and assigns.

      


      9.2 Notices.
        Any
        notice, statement or demand authorized by this Warrant Agreement to be given
        or
        made by the Warrant Agent or by the holder of any Warrant to or on the Company
        shall be sufficiently given when so delivered if by hand, overnight delivery
        or
        facsimile transmission (followed by delivery by regular mail) or if sent
        by
        certified mail or private courier service within five days after deposit
        of such
        notice, postage prepaid, addressed (until another address is filed in writing
        by
        the Company with the Warrant Agent), as follows:

      


      Key
        Hospitality Acquisition Corporation

      1775
        Broadway, Suite 604

      New
        York,
        NY 10019

      Attn:
        Chairman

      Fax
        No.:
        __________________

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

         

      

      Any
        notice, statement or demand authorized by this Agreement to be given or made
        by
        the holder of any Warrant or by the Company to or on the Warrant Agent shall
        be
        sufficiently given when so delivered if by hand or overnight delivery or
        if sent
        by certified mail or private courier service within five days after deposit
        of
        such notice, postage prepaid, addressed (until another address is filed in
        writing by the Warrant Agent with the Company), as follows:

      


      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Compliance Department

      Fax
        No.:
        __________________

      


      with
        a
        copy in each case to:

      


      Ellenoff
        Grossman & Schole LLP

      370
        Lexington, 19th
        Floor

      New
        York,
        NY 10017

      Attn:
        Douglas S. Ellenoff, Esq.

      Fax
        No.:
        (212) 370-7889

      


      and

      


      Mintz,
        Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

      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,
        NY 10174

      Attn:
        Clifford A. Teller

      Fax
        No.:
        (212) 895-3783

      


      9.3 Applicable
        law.
        The
        validity, interpretation, and performance of this Agreement and of the Warrants
        shall be governed in all respects by the laws of the State of New York, without
        giving effect to conflict of laws. The Company hereby agrees that any action,
        proceeding or claim against it arising out of or relating in any way to this
        Agreement shall be brought and enforced in the courts of the State of New
        York
        located in New York County or the United States District Court for the Southern
        District of New York, and irrevocably submits to such jurisdiction, which
        jurisdiction shall be exclusive. The Company hereby waives any objection
        to such
        exclusive jurisdiction and that such courts represent an inconvenience forum.
        Any such process or summons to be served upon the Company may be served by
        transmitting a copy thereof by registered or certified mail, return receipt
        requested, postage prepaid, addressed to it at the address set forth in
        Section 9.2 hereof. Such mailing shall be deemed personal service
        and shall
        be legal and binding upon the Company in any action, proceeding or
        claim.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

         

      

      9.4 Persons
        Having Rights under this Agreement.
        Nothing
        in this Agreement expressed and nothing that may be implied from any of the
        provisions hereof is intended, or shall be construed, to confer upon, or
        give
        to, any person or entity other than the parties hereto and the registered
        holders of the Warrants (who shall, for all purposes hereunder, be deemed
        third
        party beneficiaries of this Agreement) and, for the purposes of
        Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof, Maxim, any right, remedy,
        or
        claim under or by reason of this Warrant Agreement or of any covenant,
        condition, stipulation, promise, or agreement hereof. It is specifically
        agreed
        that Maxim shall be deemed to be a third-party beneficiary of this Agreement
        with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants,
        conditions, stipulations, promises, and agreements contained in this Warrant
        Agreement shall be for the sole and exclusive benefit of the parties hereto
        (and
        Maxim with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof) and
        their successors and assigns and of the registered holders of the
        Warrants.

      


      9.5 Examination
        of the Warrant Agreement.
        A copy
        of this Agreement shall be available at all reasonable times at the office
        of
        the Warrant Agent in the Borough of Manhattan, City and State of New York,
        for
        inspection by the registered holder of any Warrant. The Warrant Agent may
        require any such holder to submit his Warrant for inspection by it.

      


      9.6 Counterparts.
        This
        Agreement may be executed in any number of counterparts and each of such
        counterparts may be delivered by facsimile transmission and shall for all
        purposes be deemed to be an original, and all such counterparts shall together
        constitute but one and the same instrument.

      


      9.7 Effect
        of Headings.
        The
        Section headings herein are for convenience only and are not part
        of this
        Warrant Agreement and shall not affect the interpretation thereof.

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
        as
        of the day and year first above written.

      
        	
                 

                Attest

                 

                 

                                                                     
                  

              	
                 

                KEY
                  HOSPITALITY ACQUISITION CORPORATION

                 

                 

                By:
                                                                                             
                  

                Name: 

                Title: 

              
	 	 
	
                Attest

                 

                 

                 

                
                                                                       
                    

                

              	
                CONTINENTAL
                  STOCK TRANSFER

                  &
                  TRUST COMPANY

                 

                 

                By:                                                                            

                Name: Steven
                  Nelson

                Title: Chairman

              


      

      



      
        
           

        

        
          11

          
            

          

        

        
           

          
          

        

      



      


      Exhibit
        A

      


      Warrant
        Agent Fees

      


      


      


      


      
        
           

        

        
          1