INVESTMENT
        MANAGEMENT TRUST AGREEMENT

      


      This
        Agreement is made as of , 2005 by and between Key Hospitality Acquisition
        Corporation (the “Company”) and Continental Stock Transfer & Trust Company
        (“Trustee”).

      


      WHEREAS,
        the Company’s Registration Statement on Form S-1, File No. 333-125009
        (“Registration Statement”), for its initial public offering of securities
        (“IPO”) has been declared effective as of the date hereof by the Securities and
        Exchange Commission (“Effective Date”); and

      


      WHEREAS,
        Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters in
        the IPO; and

      


      WHEREAS,
        as described in the Company’s Registration Statement, and in accordance with the
        Company’s Certificate of Incorporation, $72,500,000 of the gross proceeds of the
        IPO ($83,375,000 if the underwriters over-allotment option is exercised in
        full)
        will be delivered to the Trustee to be deposited and held in a trust account
        for
        the benefit of the Company and the holders of the Company’s common stock, par
        value $.001 per share, issued in the IPO as hereinafter provided and, in
        the
        event the Units are registered in Colorado, pursuant to
        Section 11-51-302(6) of the Colorado Revised Statutes. A copy of the
        Colorado Statute is attached hereto and made a part hereof (the amount to
        be
        delivered to the Trustee will be referred to herein as the “Property”; the
        stockholders for whose benefit the Trustee shall hold the Property will be
        referred to as the “Public Stockholders,” and the Public Stockholders and the
        Company will be referred to together as the “Beneficiaries”); and

      


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

      


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

      


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

      


      (a) Hold
        the
        Property in trust for the Beneficiaries in accordance with the terms of this
        Agreement, including the terms of Section 11-51-302(6) of the Colorado
        Statute with respect to Public Stockholders in Colorado, in a segregated
        trust
        account (“Trust Account”) established by the Trustee at a branch of JPMorgan
        Chase NY Bank selected by the Trustee;

      


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

      


      (c) In
        a
        timely manner, upon the instruction of the Company, to invest and reinvest
        the
        Property in United States “government securities” within the meaning of Section
        2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
        or
        less, or in any open ended investment company registered under the Investment
        Company Act of 1940 that holds itself out as a money market fund meeting
        the
        conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated
        under the Investment Company Act of 1940;

      


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

      


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

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

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

      


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

      


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

      


      (i) Commence
        liquidation of the Trust Account only after receipt of and only in accordance
        with the terms of a letter (“Termination Letter”), in a form substantially
        similar to that attached hereto as either Exhibit A or Exhibit B,
        signed on
        behalf of the Company by its President or Chairman of the Board and Secretary,
        and complete the liquidation of the Trust Account and distribute the Property
        in
        the Trust Account only as directed in the Termination Letter and the other
        documents referred to therein. The Trustee understands and agrees that
        disbursements from the Trust Account shall be made only pursuant to a duly
        executed Termination Letter, together with the other documents referenced
        herein. In all cases, the Trustee shall provide Maxim with a copy of any
        Termination Letters and/or any other correspondence that it receives with
        respect to any proposed withdrawal from the Trust Account promptly after
        it
        receives same.

      


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

      


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

      


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

      


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

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

         

      

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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      4. Termination.
        This
        Agreement shall terminate as follows:

      


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

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

         

      

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

      


      (c) On
        such
        date after , 2006 (unless extended to a later date as described in the
        Registration Statement) when the Trustee deposits the Property with the United
        States District Court for the Southern District of New York in the event
        that,
        prior to such date, the Trustee has not received a Termination Letter from
        the
        Company pursuant to paragraph 1(i).

      


      5. Miscellaneous.

      


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

      


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

      


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

      


      (d) The
        parties hereto consent to the jurisdiction and venue of any state or federal
        court located in the State and County of New York for purposes of resolving
        any
        disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
        which jurisdiction shall be exclusive. The parties hereto hereby waive any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

         

      

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

      


      If
        to the
        Trustee, to:

      


      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven G. Nelson

      Fax
        No.:
        (212) 509-5150

      


      If
        to the
        Company, to:

      


      Key
        Hospitality Acquisition Corporation

      1775
        Broadway, Suite 604

      New
        York,
        NY 10019

      Attn:
        

      Fax
        No.:

      


      in
        either
        case with a copy to:

      


      Maxim
        Group LLC

      405
        Lexington Ave.

      New
        York,
        NY 10174

      Attn:
        Clifford A. Teller

      Fax
        No.:
        (212) 895-3783

      


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

      


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


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


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

      


      
        	 	
                CONTINENTAL
                  STOCK TRANSFER

                  &
                  TRUST COMPANY, as Trustee

                


                


                By:                                                                               
                  

                Name:

                Title:

              
	 	 
	 	
                KEY
                  HOSPITALITY ACQUISITION CORPORATION

                


                


                By:                                                                               
                  

                Name:

                Title:

              


      

      
 

      
        
           

        

        
          6

          
            

          

        

        
           

          
          

        

      

      


      EXHIBIT
        A

      


      [Letterhead
        of Company]

      [Insert
        date]

      


      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven Nelson

      


      
        	
                Re:

              	
                Trust
                  Account No. Termination Letter

              


      

      


      Gentlemen:

      


      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between Key
        Hospitality Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ____________ , 2005 (“Trust
        Agreement”), this is to advise you that the Company has entered into an
        agreement (“Business Agreement”) with (“Target Business”) to consummate a
        business combination with Target Business (“Business Combination”) on or
        about
        [insert date].
        The
        Company shall notify you at least 48 hours in advance of the actual date
        of the
        consummation of the Business Combination (“Consummation Date”).

      


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

      


      On
        the
        Consummation Date (i) counsel for the Company shall deliver to you written
        notification that (a) the Business Combination has been consummated and (b)
        the
        provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
        Statute,
        if required, have been met, and (ii) the Company shall deliver to you written
        instructions with respect to the transfer of the funds held in the Trust
        Account
        (“Instruction Letter”). You are hereby directed and authorized to transfer the
        funds held in the Trust Account immediately upon your receipt of the counsel’s
        letter and the Instruction Letter, in accordance with the terms of the
        Instruction Letter. In the event that certain deposits held in the Trust
        Account
        may not be liquidated by the Consummation Date without penalty, you will
        notify
        the Company of the same and the Company shall direct you as to whether such
        funds should remain in the Trust Account and distributed after the Consummation
        Date to the Company. Upon the distribution of all the funds in the Trust
        Account
        pursuant to the terms hereof, the Trust Agreement shall be
        terminated.

      


      In
        the
        event that the Business Combination is not consummated on the Consummation
        Date
        described in the notice thereof and we have not notified you on or before
        the
        original Consummation Date of a new Consummation Date, then the funds held
        in
        the Trust Account shall be reinvested as provided in the Trust Agreement
        on the
        business day immediately following the Consummation Date as set forth in
        the
        notice.

      


      
        	 	
                Very
                  truly yours,

                


                KEY
                  HOSPITALITY ACQUISITION CORPORATION

                 

                By:
                                                                                                            
                  

                


                By:
                                                                                                            
                  

              


      

       


      
        
           

        

        
          A-1

          
            

          

        

        
           

          
          

        

      

      


      EXHIBIT
        B

      


      [Letterhead
        of Company]

      


      [Insert
        date]

      


      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        Steven Nelson

      


      
        	
                Re:

              	
                Trust
                  Account No. Termination Letter

              


      

      


      Gentlemen:

      


      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between Key
        Hospitality Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of _______, 2005 (“Trust Agreement”),
        this is to advise you that the Board of Directors of the Company has voted
        to
        dissolve and liquidate the Trust Account. Attached hereto is a copy of the
        minutes of the meeting of the Board of Directors of the Company relating
        thereto, certified by the Secretary of the Company as true and correct and
        in
        full force and effect.

      


      In
        accordance with the terms of the Trust Agreement, we hereby (a) certify to
        you
        that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the
        Colorado
        Statute have been met and (b) authorize you, to commence liquidation of the
        Trust Account. You will notify the Company and JPMorgan Chase NY Bank
        (“Designated Paying Agent”) in writing as to when all of the funds in the Trust
        Account will be available for immediate transfer (“Transfer Date”). The
        Designated Paying Agent shall thereafter notify you as to the account or
        accounts of the Designated Paying Agent that the funds in the Trust Account
        should be transferred to on the Transfer Date so that the Designated Paying
        Agent may commence distribution of such funds in accordance with the Company’s
        instructions. You shall have no obligation to oversee the Designated Paying
        Agent’s distribution of the funds. Upon the payment to the Designated Paying
        Agent of all the funds in the Trust Account, the Trust Agreement shall be
        terminated.

       

      	 	
              Very
                truly yours,

              


              KEY
                HOSPITALITY ACQUISITION CORPORATION

               

              By:
                                                                                                          
                

              


              By:
                                                                                                          
                

            



      
        
           

        

        
          B-1

          
            

          

        

        
           

          
          

        

      



      


      EXHIBIT
        C

      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	 	
                AUTHORIZED

              
	
                FOR
                  TELEPHONE CALL BACK

              	 	
                TELEPHONE
                  NUMBER(S)

              
	
                 

              	
                 

              	
                 

              
	
                Company:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Key
                  Hospitality Acquisition Corporation

              	
                 

              	
                 

              
	
                1775
                  Broadway, Suite 604

                New
                  York, New York 10019

              	
                 

              	
                 

              
	
                Attn:
                  

              	
                 

              	
                [Telephone]

              
	
                 

              	
                 

              	
                 

              
	
                Trustee:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Continental
                  Stock Transfer

              	
                 

              	
                 

              
	
                &
                  Trust Company

              	
                 

              	
                 

              
	
                17
                  Battery Place

              	
                 

              	
                 

              
	
                New
                  York, New York 10004

              	
                 

              	
                 

              
	
                Attn:
                  Steven G. Nelson, Chairman

              	
                 

              	
                [Telephone]

              


      

      
 

      
        
           

        

        
          C-1