0001144204-05-029683 Sample Contracts

KEY HOSPITALITY ACQUISITION CORPORATION 4 Becker Farm Road Roseland, New Jersey 07068
Service Agreement • September 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks

This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Key Hospitality Acquisition Corporation ("Company") and continuing until (the "Termination Date") the earlier of the consummation by the Company of a "Business Combination" or the Company's liquidation (as described in the Company's IPO prospectus), Millennium 3 Capital, Inc. shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 4 Becker Farm Road, Roseland, New Jersey 07068. In exchange therefore, the Company shall pay Millennium 3 Capital, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

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10,000,000 Units KEY HOSPITALITY ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2005 • Key Hospitality Acquisition CORP • Blank checks • New York
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