CORPORATE OVERHEAD FEE AGREEMENT



      This CORPORATE OVERHEAD FEE AGREEMENT (this "Agreement") is entered into

as of ______________, 2005, by and between John Q. Hammons Hotels, L.P., a

Delaware limited partnership (the "Partnership"), and JQH Acquisition LLC, a

Delaware limited liability company (the "Manager").



      WHEREAS, the Manager is specially skilled in financial, strategic

planning, management consulting and other management skills and services;



      WHEREAS, the Partnership wishes to obtain the benefit of the experience of

the Manager and its knowledge of the Partnership and the Partnership's financial

affairs in particular;



      WHEREAS, the Manager is willing to make such skills available and to

provide such services to the Partnership on the terms and conditions hereinafter

set forth;



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

promises hereinafter set forth, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Partnership

and the Manager, intending to be legally bound, do hereby agree as follows:



      1. Engagement. The Partnership hereby engages the Manager for the Term (as

hereinafter defined) and upon the terms and conditions herein set forth to

provide consulting and management advisory services to the Partnership or any of

its subsidiaries, as reasonably requested from time to time by the Partnership

(the "Services"). The Services will be in the field of financial, strategic

planning, management consulting services and such other management areas as the

Manager and the Partnership shall mutually agree. In consideration of the

compensation to the Manager specified herein, the Manager accepts such

engagement and agrees to perform the Services.



      2. Term. The engagement hereunder shall be for a term commencing as of the

date hereof and expiring on the Liquidation Completion Date, as such term is

defined in the Third Amended and Restated Partnership Agreement of the

Partnership (the "Term"). The expiration of the Term of this Agreement shall not

affect the Partnership's obligations pursuant to Section 4 with respect to any

portion of the Management Fee (as defined below) payable to the Manager that is

not paid by the Partnership as of the expiration of the Term.

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