JOHN Q. HAMMONS HOTELS, L.P.





          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP





                  THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP, dated as of November 23, 1994, is entered into by and among John Q.

Hammons Hotels, Inc., a Delaware corporation, as the General Partner, and the

Persons whose names are set forth on Exhibit A as attached hereto, as the

Limited Partners, together with any other Persons who become Partners in the

Partnership as provided herein.



                  WHEREAS, Hammons of Missouri, Inc., a Missouri corporation, as

general partner, and John Q. Hammons, as limited partner, previously formed a

limited partnership pursuant to an Agreement of Limited Partnership dated

September 5, 1989 (the "Initial Agreement"); and



                  WHEREAS, the Initial Agreement was amended and restated in its

entirety in an agreement dated February 11, 1994 (the "Amended and Restated

Limited Partnership Agreement"), to reflect the admission of John Q. Hammons

Hotels, Inc., a Missouri corporation (to be renamed as of the Effective Date,

and referred to herein as, Hammons, Inc.) as the General Partner in the place

and stead of Hammons of Missouri, Inc.; and



                  WHEREAS, the parties hereto desire to amend and restate the

Amended and Restated Limited Partnership Agreement in its entirety to reflect

the admission of John Q. Hammons Hotels, Inc., a Delaware corporation, as the

General Partner in the place and stead of Hammons, Inc., to reflect the

conversion of the interest of Hammons, Inc. in the Partnership into a limited

partnership interest, and to reflect the terms and conditions herein set forth;



                  NOW, THEREFORE, in consideration of the mutual covenants set

forth herein, and for other good and valuable consideration the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree to

enter into this Second Amended and Restated Partnership Agreement on the terms

which follow:



                                    ARTICLE 1

                                  DEFINED TERMS



                  The following definitions shall be for all purposes, unless

otherwise clearly indicated to the contrary, applied to the terms used in this

Agreement.



                  "Act" means the Delaware Revised Uniform Limited Partnership

Act, as it may be amended from time to time, and any successor to such statute.



                  "Additional Limited Partner" means a Person admitted to the

Partnership as a Limited Partner pursuant to Section 4.2 hereof and who is shown

as such on the books and records of the Partnership.



                  "Adjusted Capital Account" means the Capital Account

maintained for each Partner as of the end of each Partnership Year (i) increased

by any amounts which such Partner is obligated to restore pursuant to any

provision of this Agreement, or is treated as being obligated to restore

pursuant to Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed to be

obligated to restore pursuant to the penultimate sentences of Regulations

Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items

described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4),

1.704-1(b)(2)(ii)(d)(5), and 1.704-





{PAGE}

1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is

intended to comply with the provisions of Regulations Section

1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.



                  "Adjusted Capital Account Deficit" means, with respect to any

Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account

as of the end of the relevant Partnership Year.



                  "Adjusted Property" means any property the Carrying Value of

which has been adjusted pursuant to Exhibit B hereof. Once an Adjusted Property

is deemed distributed by, and recontributed to, the Partnership for federal

income tax purposes upon a termination thereof pursuant to Section 708 of the

Code, such property shall thereafter constitute a Contributed Property until the

Carrying Value of such property is further adjusted pursuant to Section 1.D of

Exhibit B hereof.



                  "Affiliate" means, with respect to any Person, (i) any Person

directly or indirectly controlling, controlled by or under common control with

such Person, (ii) any Person owning or controlling ten percent (l0%) or more of

the outstanding voting interests of such Person, (iii) any Person of which such

Person owns or controls ten percent (10%) or more of the voting interests, or

(iv) any officer, director, general partner or trustee of such Person or of any

Person referred to in clauses (i), (ii), and (iii) above. For the purposes of

this definition, "control" when used with respect to any Person, means the power

to direct the management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities, by contract or otherwise,

and the terms "controlling" and "controlled" have meanings correlative to the

foregoing.



                  "Agreed Value" means (i) in the case of any Contributed

Property set forth in Exhibit D and as of the time of its contribution to the

Partnership, the Agreed Value of such property as set forth in Exhibit D; (ii)

in the case of any Contributed Property not set forth in Exhibit D and as of the

time of its contribution to the Partnership, the 704(c) Value of such property,

reduced by any liabilities either assumed by the Partnership upon such

contribution or to which such property is subject when contributed, and (iii) in

the case of any property distributed to a Partner by the Partnership, the

Partnership's Carrying Value of such property at the time such property is

distributed, reduced by any indebtedness either assumed by such Partner upon

such distribution or to which such property is subject at the time of

distribution as determined under Section 752 of the Code and the Regulations

thereunder.



                  "Agreement" means this Second Amended and Restated Agreement

of Limited Partnership, as it may be amended, supplemented or restated from time

to time.



                  "Assignee" means a Person to whom one or more Partnership

Units have been transferred in a manner permitted under this Agreement, but who

has not become a Substituted Limited Partner, and who has the rights set forth

in Section 11.5.



                  "Book-Tax Disparities" means, with respect to any item of

Contributed Property or Adjusted Property, as of the date of any determination,

the difference between the Carrying Value of such Contributed Property or

Adjusted Property and the adjusted basis thereof for federal income tax purposes

as of such date. A Partner's share of the Partnership's Book-Tax Disparities in

all of its Contributed Property and Adjusted Property with be reflected by the

difference between such Partner's Capital Account balance as maintained pursuant

to Exhibit B and the hypothetical balance of such Partner's Capital Account

computed as if it had been maintained strictly in accordance with federal income

tax accounting principles.



                  "Business Day" means any day except a Saturday, Sunday or

other day on which commercial banks in New York, New York are authorized or

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