Exhibit 10.5






                                December 22, 1999



Apple Suites, Inc.
306 East Main Street
Richmond, Virginia 23219

Attention:        Mr. Glade M. Knight

      Re:         Closing of Buyer's Purchase of Jackson,  Mississippi  Homewood
                  Suites'  Hotel  pursuant  to  Agreement  of Sale  dated  as of
                  November 22, 1999 by and between the  undersigned and you (the
                  "Purchase Agreement";  capitalized terms not otherwise defined
                  herein shall have the  meanings  ascribed to such terms in the
                  Purchase Agreement)

Gentlemen:

                  Each of the  undersigned  and you  hereby  agree  that (i) the
Management Agreement of even date herewith,  or any other Management  Agreements
hereafter entered into pursuant to the Purchase Agreement,  in each case between
Promus and Lessee, shall not be interpreted to require any proceeds of financing
or refinancing of the respective Property to be included in the "Gross Revenues"
of such Property for purposes of deposits into the Reserve Fund, or amounts that
may be spent by  Manager  for  capital  expenditures  in the  event of  disputes
regarding Capital Budgets, pursuant to such Management Agreements,  and (ii) the
Purchase  Agreement is hereby amended so to provide.  All capitalized terms used
in the foregoing  sentence and not otherwise  defined herein are used therein as
defined in such Management Agreements.

                  Except as expressly  provided herein,  the Purchase  Agreement
shall continue in full force and effect among the parties hereto.

<PAGE>


                  Please  indicate your agreement to the foregoing by signing in
the space provided below.

                              Very truly yours,

                              HAMPTON INNS, INC. , successor-by-
                              merger to Homewood Suites Equity
                              Development Corp.


                              By   /s/ Joseph P. Pidkowicz
                                   -------------------------------------

                                   Name:  Joseph P. Pidkowicz

                                   Title: Vice President



                              PROMUS HOTELS FLORIDA, INC.



                               By   /s/ W. Steven Standefer
                                   -------------------------------------

                                   Name:  W. Steven Standefer

                                   Title: Vice President and Assistant Treasurer



                              PROMUS HOTELS, INC.



                              By   /s/ Joseph P. Pidkowicz
                                   -------------------------------------

                                   Name:  Joseph P. Pidkowicz

                                   Title: Vice President

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<PAGE>

Accepted and agreed to this ______

day of December, 1999.



APPLE SUITES, INC.,

a Virginia corporation



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

     Title: President








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