Exhibit 4.1

                                      NOTE

                                              Date of Note:    December 22, 1999


Principal Amount:    $4,384,500

Maturity Date:    January 1, 2001

Interest Rate: 8.5% per annum to be computed on an  actual/365-day  basis (i.e.,
         interest  for each day  during  which  any of the  Principal  Amount is
         outstanding shall be computed at the Interest Rate divided by 365).

                  FOR VALUE  RECEIVED,  the  undersigned  ("Maker")  does hereby
covenant  and  promise to pay to the order of PROMUS  HOTELS,  INC.,  a Delaware
corporation  or  its  successors  or  assigns  (collectively,  "Payee"),  at 755
Crossover Lane, Memphis,  Tennessee 38117-4900,  or at such other place as Payee
may designate to Maker in writing from time to time,  the Principal  Amount,  on
the Maturity  Date,  together  with  interest at the Interest Rate on the unpaid
portion of the  Principal  Amount on the first day of the first month  following
the Date of Note and on the first day of each month  thereafter  until this Note
is paid in full,  and with a late  payment  premium  of 4% of any  principal  or
interest  payment made more than ten (10) days after the due date thereof  which
shall be due with any such late payment. All payments of principal, interest and
other sums  hereunder  shall be made in lawful money of the United States and in
immediately available funds.

                  Pursuant  to  Section  2(b)  of  the  Purchase  Agreement  (as
hereinafter defined), in addition to the payment of interest as provided herein,
commencing  on the first day of the first month  following the repayment in full
of all sums evidenced by (x) the Note made by Maker to Payee dated September 20,
1999 in the principal amount of $26,625,000, (y) the Note made by Maker to Payee
dated  October 5, 1999 in the principal  amount of  $7,350,000  and (z) the Note
made by Maker to Payee  dated  November  29,  1999 in the  principal  amount  of
$30,210,000  and on the  first  day  of  each  month  thereafter,  Maker  hereby
covenants and promises to pay a monthly principal  amortization payment equal to
the  Amortization   Amount,   as  hereinafter   defined.   Each  such  principal
amortization  payment shall be applied in reduction of the Principal  Amount. In
connection  with  calculating  the  Amortization   Amount,   on  or  before  the
twenty-second  (22nd)  day of each  month (or if such 22nd day is not a business
day,  the  first  business  day  thereafter)  between  the date  hereof  and the
repayment in full of amounts  evidenced by this Note and secured by the Mortgage
(as  hereinafter  defined),  Maker  shall  notify  Payee (the  "Equity  Proceeds
Notice")  of (1) the  total  proceeds  received  in  connection  with the  "best
efforts" public offering of shares in Maker (the "Equity  Proceeds") and (2) the
net sum available to Maker from the Equity  Proceeds after deduction of offering

<PAGE>


expenses, including, without limitation, accountants' fees, legal fees, printing
expenses,  registration fees, NASD filing fees, stock exchange/quotation service
listing  fees and  transfer  agent  and  escrow  charges,  selling  commissions,
marketing expense allowance,  Property (as herein defined)  acquisition fees and
expenses  and  closing  costs and a working  capital  reserve  and a reserve for
renovations,  repairs and replacements of capital improvements for each Property
(the  "Net  Equity  Proceeds"),   all  as  contemplated  in  Maker's  Form  S-11
Registration  Statement,  filed on August 3, 1999. For the purposes of this Note
(i) the  "Amortization  Amount"  shall mean an amount equal to the excess of the
Net Equity Proceeds set forth in the most recent Equity Proceeds Notice over the
sum of (x)  $87,041,500  plus  (y)  the  aggregate  of  all  previous  principal
amortization  payments  applied in  reduction of the  Principal  Amount and (ii)
"Property" shall mean, collectively, the properties sold to Maker as of the date
hereof  pursuant  to that  certain  Agreement  of Sale dated  November  22, 1999
between Hampton Inns, Inc., Promus Hotels Florida, Inc. and Promus Hotels, Inc.,
as sellers, and Maker, as buyer (the "Purchase Agreement").  Notwithstanding the
foregoing,   nothing  provided  herein  shall  prevent  Payee  from  paying  the
Amortization Amount more often than monthly.

                  This Note is secured by, among other things,  mortgages and/or
deeds of trust and/or deeds to secure debt  (individually and collectively,  the
"Mortgage"),  which Mortgage  specifies  various  defaults upon the happening of
which  all  sums  owing  on this  Note  may,  at  Payee's  option,  be  declared
immediately due and payable.

                  Maker agrees that it shall be bound by any agreement extending
the time or modifying the above terms of payment, made by Payee and the owner or
owners of the property affected by the Mortgage,  whether with or without notice
to Maker,  and Maker shall continue liable to pay the amount due hereunder,  but
with  interest at a rate no greater  than the  Interest  Rate,  according to the
terms of any such  agreement  of  extension  or  modification.  This Note may be
prepaid, in whole or in part, without premium or penalty.

                  This Note may not be changed orally,  but only by an agreement
in writing,  signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

                  Should the  indebtedness  represented by this Note or any part
thereof be collected at law or in equity, or in bankruptcy,  receivership or any
other court  proceedings  (whether at the trial or appellate  level),  or should
this Note be placed in the hands of attorneys for collection upon default, Maker
agrees to pay, in  addition  to the  principal,  premium  and  interest  due and
payable  hereon,  all costs of  collection  or  attempting to collect this Note,
including reasonable attorneys' fees and expenses.

                  All parties to this Note,  whether Maker,  principal,  surety,
guarantor or endorser,  hereby waive presentment for payment,  demand,  protest,
notice of protest and notice of dishonor.

                  Anything   herein  to  the   contrary   notwithstanding,   the
obligations  of Maker under this Note and the  Mortgage  shall be subject to the
limitation  that  payments of

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interest  shall not be required to the extent that receipt  of any such  payment
by Payee  would be contrary  to  provisions  of law applicable to Payee limiting
the maximum rate of interest that may be charged or collected by Payee.

                  In case of any loss, theft,  destruction or mutilation of this
Note, Maker shall, upon its receipt of an affidavit of an officer of Payee as to
such loss, theft, destruction or mutilation and an appropriate  indemnification,
execute and deliver a replacement Note to Payee in the same principal amount and
otherwise of like tenor as this Note.

                  MAKER BY EXECUTION  HEREOF,  AND PAYEE BY  ACCEPTANCE  HEREOF,
HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING  BROUGHT BY PAYEE ON THIS NOTE, ANY AND EVERY RIGHT IT MAY HAVE TO
A TRIAL BY JURY.

                  This  Note  and the  rights  and  obligations  of the  parties
hereunder  shall in all respects be governed by, and  construed  and enforced in
accordance  with, the laws of the State of Tennessee  (without  giving effect to
Tennessee's principles of conflicts of law). Maker hereby irrevocably submits to
the  non-exclusive  jurisdiction of any Tennessee State or Federal court sitting
in The City of Memphis  over any suit,  action or  proceeding  arising out of or
relating to this Note, and Maker hereby agrees and consents that, in addition to
any methods of service of process provided for under applicable law, all service
of process in any such suit,  action or  proceeding  in any  Tennessee  State or
Federal  court  sitting  in The  City of  Memphis  may be made by  certified  or
registered  mail,  return  receipt  requested,  directed to Maker at the address
indicated below, with a copy to counsel at Jenkens & Gilchrist,  Fountain Place,
1445 Ross Avenue,  Suite 3200, Dallas, Texas 75202, and service so made shall be
complete five (5) days after the same shall have been so mailed.

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                  IN WITNESS WHEREOF, Maker has executed and delivered this Note
on the day and year first above written.

                                            APPLE SUITES, INC.,
                                            a Virginia corporation


                                            By  /s/ Glade M. Knight
                                               ---------------------------------
                                               Name:  Glade M. Knight
                                               Title: President


                                            Address of Maker:

                                            306 East Main Street
                                            Richmond, Virginia 23219
                                            Attention:   Glade M. Knight




                  This is to certify  that this Note was executed in my presence
on the date hereof by the party whose  signature  appears  above in the capacity
indicated.


                                            /s/ Deanna Jost
                                            ------------------------------------
                                            Notary Public

                                            My commission expires:

                                            April 8, 2003
                                            ------------------------------------