STOCKHOLDERS AGREEMENT



            THIS STOCKHOLDERS AGREEMENT, dated as of January 31, 2005 (this

"Agreement"), is entered into by and between JQH Acquisition LLC ("Bidder") and

[___________] ("Stockholder").



            WHEREAS, as of the date hereof, Stockholder is the direct or

indirect beneficial owner of the shares of the Class A Common Stock, par value

$.01 per share (the "Common Stock"), of John Q. Hammons Hotels, Inc., a Delaware

corporation (the "Company"), described in the form Schedule 13D of "JQH

Shareholders for Fair Play" originally filed with the Securities and Exchange

Commission on October 26, 2004, as the same from time to time may be amended,

currently [___] shares (the "Shares");



            WHEREAS, the parties understand pursuant to public announcements

that the Special Committee of the Board of Directors of the Company (the

"Special Committee") granted to Barcelo Crestline Corporation an exclusive

period of time within which to negotiate to acquire all of the outstanding

shares of the Common Stock, which period shall expire on January 31, 2005;



            WHEREAS, the Bidder intends, not later than January 31, 2005, to

deliver to the Special Committee a written proposal stating Bidder's willingness

to commence the Offer (defined below) subject only to the Conditions (defined

below) to purchase either all (in the case of a non-tender offer transaction) or

any and all of the Company's Common Stock (which Offer may include Common Stock

owned by the Company's founder, Mr. John Q. Hammons or his trusts and affiliates

(collectively, "Mr. Hammons"), pursuant to an agreement between the Bidder and

Mr. Hammons which may include, inter alia, arrangements involving limited

partnership interests of John Q. Hammons Hotels, LP, a Delaware limited

partnership (the "Partnership") owned by Mr. Hammons and other terms relating to

Mr. Hammons (the "Hammons Agreement")); and



            WHEREAS, subject to the satisfaction of the Bidder's obligations

contained herein, the Stockholder agrees to support the Bidder's Offer during

the term of this Agreement, upon the terms and subject to the conditions set

forth herein.



            NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements contained herein the parties hereto agree as follows:





                                    ARTICLE I

                              BIDDER'S OBLIGATIONS.

                              --------------------



            Section 1.01 The Bidder intends, not later than January 31, 2005, to

deliver to the Special Committee, in writing, a notification of the Bidder's

willingness to commence the Offer as promptly as practicable. As used herein,

the term "Offer" means a fully-financed (i.e.,



{PAGE}



not contingent on financing), bona fide offer by the Bidder to purchase or

otherwise acquire (whether by tender offer, merger or otherwise) either all (in

the case of a non-tender offer transaction) or any and all of the Common Stock

of the Company at a purchase price, gross to the transferee, of not less than

$24.00 per share, subject to the conditions described below.



            Section 1.02 The Offer may be made subject only to the Conditions.

The term "Conditions" as used herein means:



            (a) that the Company's prior public filings are materially accurate;



            (b) that all governmental and other required consents and approvals,

if any, shall have been obtained, including without limitation approvals under

the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;



            (c) the execution on terms satisfactory to the Bidder of the Hammons

Agreement;



            (d) approval of the Offer by the Company's Board of Directors (the

"Board") and, if legally required or if required by the Board or any committee

thereof formed for the purposes of evaluating the Offer, the requisite

percentage of the Company's stockholders; and



            (e) such material adverse change condition as may be mutually

agreeable to the Company and Bidder.





                                   ARTICLE II

                           STOCKHOLDER'S OBLIGATIONS.

                           -------------------------



            Section 2.01 Subject to the Bidder's delivery of the Offer pursuant

to Article 1 above and the Bidder's continued compliance with the terms and

conditions contained herein, the Stockholder shall, during the Term hereof

(defined below):



            (a) advise the Special Committee, the Company's Board of Directors

and Mr. Hammons and their respective representatives, of the Stockholder's

support of the Bidder's Offer; and



            (b) vote in favor of the Bidder's Offer and against any other

acquisition proposal or other proposals which are inconsistent with or

detrimental to the expeditious consummation of Bidder's Offer.



            Section 2.02 In the event the Stockholder sells Shares pursuant to

an Offer made during the Term to the Bidder or a third party pursuant to a

tender offer, merger or other share sale program open generally to all holders

of Common Stock made during the Term (other than Mr. Hammons, if so elected by

the Bidder) (a "Share Sale") at a price (the "Share Sale Price") above $24.00

per share (which price shall not be reduced or offset by Stockholder's

expenses), the Stockholder will concurrently with the Share Sale pay to the

Bidder, as set forth herein, an amount equal to 20% of the Share Sale Price

above $24.00 per share for each Share sold by the Stockholder in the Share Sale

(the "Premium"); provided that in the event that the Stockholder is entitled to

participate in a Share Sale but elects not to do so, then within 5 days

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