CAPSTAR MANAGEMENT COMPANY II, L.P.

              SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP

            THIS SECOND AMENDMENT ("Amendment") is entered into as of the 15th
day of April, 1997 by and among CapStar General Corp., a Delaware corporation,
as General Partner, and the Persons listed on Exhibit A annexed hereto, as
Limited Partners, for the purpose of amending that certain Agreement of Limited
Partnership of CapStar Management Company II, L.P. (the "Partnership") dated as
of April 1, 1997, as amended by First Amendment to Agreement of Limited
Partnership dated as of April 1, 1997 (as so amended, the "Existing Partnership
Agreement"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings given such terms in the Existing Partnership Agreement.

                              W I T N E S S E T H :

            1. CapStar Management Company, L.P., a Limited Partner ("CMC"), has
this day made certain Capital Contributions to the Partnership, which Capital
Contributions are described in Exhibit B annexed hereto.

            2. Immediately after the making of such Capital Contribution (i) CMC
assigned to CapStar Hotel Company, a Delaware corporation ("CHC") CMC's entire
interest in the Partnership (the "CMC Interest"), (ii) CHC assigned the CMC
Interest to the General Partner and (iii) the General Partner assigned to
CapStar Limited Corp. ("CLC"), a Delaware corporation, a portion of the CMC
Interest.




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                                                                               2

            3. Continental Pacific Interfund, Inc., one of the Limited Partners
("CPI"), previously assigned 400,000 Partnership Units to Cromalt, Ltd.
("CROMALT"). Cromalt, in its capacity as CPI's Assignee, has exercised the
Redemption Right with respect to all such Partnership Units, and CPI now desires
to withdraw as a Limited Partner.

            4. Certain other Limited Partners have assigned all or a portion of
their respective Partnership Interests (the Assignees of such Partnership
Interests, together with CLC, the "Assignee Partners").

            5. The Parties wish to admit the Assignee Partners as Limited
Partners, to amend the Existing Partnership Agreement to reflect such admission
and the aforesaid Capital Contributions by CMC (and the resulting increase in
the number of Partnership Units attributable to the CMC Interest) and to make
certain other amendments to the Existing Partnership Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

            1.    AMENDMENT OF EXHIBIT A.

                  Exhibit A to the Existing Partnership Agreement, to the extent
it shows the names and addresses of the Partners and their respective
Partnership Interests, is hereby deleted in its entirety and replaced with
Exhibit A annexed hereto.

            2.    AMENDMENT OF ARTICLE I.




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                                                                               3

                  (a) The definition of "Net Income" is hereby amended by
inserting immediately prior to the reference to Exhibit C the words "Section
6.1.F and".

                  (b) The definition of "Net Loss" is hereby amended by
inserting immediately prior to the reference to Exhibit C the words "Section
6.1.F and".

            3.    AMENDMENTS TO SECTION 6.1.

                  (a) Sections 6.1.A and 6.1.B shall each be amended by
inserting the following sentence at the end thereof:

                  For purposes of the foregoing, the General Partner's Capital
      account balance shall be determined without regard to any amounts
      specially allocated to the General Partner pursuant to Section 6.1.F.

                  (b)   The following new paragraph F shall be added at the end
of Section 6.1:

                  F.  SPECIAL ALLOCATION OF MANAGEMENT FEES.  All items of
      income, gain, deduction or loss with respect to management fees paid or
      received pursuant to a management contract between the Operating
      Partnerships shall be allocated to the General Partner.

            4.    Admission of Assignee Partners;
                  WITHDRAWAL OF CERTAIN PARTNERS.

                  4.1 Each of the Persons designated as an "Assignee Partner" in
Exhibit A annexed hereto is hereby admitted to the Partnership as a Limited
Partner, with the number of the Partnership Units listed opposite its name in
said Exhibit A. Each Assignee Partner hereby agrees to be bound by all of the
provisions of the Existing Agreement, as amended hereby.




<PAGE>


                                                                             3-A

                  4.2 Each of the Persons designated as a "Withdrawing Limited
Partner" on the signature page hereof hereby withdraws as a Limited Partner.

            5.    COUNTERPARTS:

                  This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original; such counterparts together shall
constitute but one agreement.




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                                                          4

            IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written.

                              GENERAL PARTNER:
                              
                              CAPSTAR GENERAL CORP.
                              
                               By:  /s/ John E. Plunket
                                    -------------------------------
                                    Name:  John E. Plunket
                                    Title:   Executive Vice President
                         
                              LIMITED PARTNERS:
                              
                              CAPSTAR LIMITED CORP.
                              
                               By:  /s/ John E. Plunket
                                    -------------------------------
                                    Name:  John E. Plunket
                                    Title:   Executive Vice President
                         
                         
                         
            
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                                       4-A

                              HOSPITALITY GROUP, INC.
                              
                               By:  /s/ Mahmood Khimji
                                    -------------------------------
                                    Name:  Mahmood Khimji
                                    Title:   President
                              
                              HIGHGATE HOTELS, INC.
                       
                               By:  /s/ Mahmood Khimji
                                    -------------------------------
                                    Name:  Mahmood Khimji
                                    Title:   President
                              
                              SUNBELT INNS MANAGEMENT SERVICES,
                              
                              INC.
                       
                               By:  /s/ Mahmood Khimji
                                    -------------------------------      
                                    Name:  Mahmood Khimji
                                    Title:   President
                    
                              BROOKRIVER/KHIMJI PARTNERSHIP
                              
                               By:  /s/ Mahmood Khimji
                                    -------------------------------
                                    Name:  Mahmood Khimji
                                    Title:   President
                              
                              BROOKRIVER HOTELS, INC.
                              
                               By:  /s/ Mahmood Khimji
                                    -------------------------------
                                    Name:  Mahmood Khimji
                                    Title:   President
                              
                              MOCKINGBIRD HOTELS, INC.
                              
                               By:  /s/ Mahmood Khimji
                                    -------------------------------
                                    Name:  Mahmood Khimji
                                    Title:   President
   



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                                                                               5

                              WITHDRAWING LIMITED PARTNERS:
                              
                              CAPSTAR MANAGEMENT COMPANY, L.P.
                              
                              By:   CapStar Hotel Company, General Partner
                              
                                    By:   /s/ John E. Plunket
                                         -------------------------------   
                                         Name:  John E. Plunket
                                         Title:   Executive Vice President
                      
                              CONTINENTAL PACIFIC INTERFUND, INC.
                              
                               By:  /s/ Dennis J.F. Parolin
                                    -------------------------------
                                    Name:  Dennis J.F. Parolin
                                    Title:   Director
                              
                              MOCKINGBIRD HOTEL PROPERTIES JOINT
                              VENTURE
                    
                               By:  /s/ Mahmood Khimji
                                    -------------------------------
                                    Name:  Mahmood Khimji
                                    Title:   President
                              
                              BROOKRIVER HOTEL PARTNERSHIP, LTD.
                    
                              By:   Brookriver Hotels, Inc.
                              
                                    By:   /s/ Mahmood Khimji
                                          -------------------------------
                                          Name:  Mahmood Khimji
                                          Title:   President
                              
                    
                    
                    
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                                                                               1

[CMC II]

                                EXHIBIT A

                   Partners and Partnership Interests

<TABLE>
<CAPTION>
                                                                               Partnership
General Partner                            Partnership Units                    Interests
---------------                            -----------------                    ---------
<S>                                        <C>                                  <C>
  CapStar General Corp.                             128,319                        1%
  1010 Wisconsin Avenue, N.W.                                        
  Washington, D.C. 20007

Limited Partners
----------------

  Hospitality Group, Inc.                            41,338                        .32%
                                             49,020 preferred units

  Highgate Hotels, Inc.                              19,002                        .15%
                                             49,020 preferred units

  Sunbelt Inns Management Services, Inc.            172,634                       1.34%
  c/o Highgate Hotels, Inc.                 294,117 preferred units
  54 East John Carpenter Freeway
  Suite 1400
  Irving, Texas 75062

  Assignee Partners
  -----------------

  Brookriver/Khimji Partnership                      3,420                        0.03%

  Brookriver Hotels, Inc.                            32,609                       0.25%

  Mockingbird Hotels, Inc.                          117,777                       0.91%
  525 East John Carpenter Freeway
  Suite 1400
  Irving, Texas 75062

  CapStar Limited Corp.                            12,375,421                    96.00%
  1010 Wisconsin Avenue, N.W.
  Washington, D.C. 20007
</TABLE>


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                                                                               2

                                EXHIBIT B

            Contributions of CapStar Management Company, L.P.

1. 99% membership interest in each of the following Delaware limited
   liability companies:

                EquiStar Irvine Company, L.L.C.
                CapStar Sacramento Company, L.L.C.
                CapStar Santa Barbara Company, L.L.C.
                CapStar San Pedro Company, L.L.C.
                EquiStar Colorado Company, L.L.C.
                CapStar C.S. Company, L.L.C.
                CapStar Englewood Company, L.L.C.
                CapStar Washington Company, L.L.C.
                EquiStar Latham Company, L.L.C.
                EquiStar Shaumburg Company, L.L.C.
                CapStar Lafayette Company, L.L.C.
                EquiStar Salt Lake Company, L.L.C.
                EquiStar Bellevue Company, L.L.C.

2. 99% limited partnership interest in each of the following Delaware
   limited partnerships:

                EquiStar Arlington Partners, L.P.
                CapStar Houston SW Partners, L.P.
                CapStar Westchase Partners, L.P.
                CapStar Great Valley Partners, L.P.

3. CMC's interest in Consolidated and Amended and Restated Note dated
   as of August 31, 1996 issued by Lepercq Atlanta Renaissance Partners,
   L.P. to CMC in the original principal amount of $23,609,456.