Exhibit 10.1

                                                                    EXHIBIT 10.1

                                  [Mississippi]

                                    INDEMNITY

                                                               December 22, 1999

Promus Hotels, Inc.
755 Crossover Lane

Memphis, Tennessee 38117-4900

Attention:        General Counsel

                  Loan:        Purchase money financings aggregating $68,569,500
                  Borrower:    Apple Suites, Inc.
                  Premises:    853 Centre Street, Ridgeland, Mississippi

Dear Sirs:

                  Except to the extent of any  existing  liability of you and/or
your  affiliates  for  Corrective  Work  with  respect  to  Hazardous  Materials
currently in, on or under the Property,  for good and valuable  consideration in
hand received,  the undersigned,  and if there are two or more signers,  each of
us,  hereby  jointly and severally  covenants  and agrees for your  benefit,  in
addition to, and not in limitation  of, any other rights and remedies  available
to you at law or in equity, as follows:

         1.       Definitions: The following terms shall be defined as set forth
                  below.

                  (a)      Corrective    Work:    The    removal,    relocation,
                           elimination,    remediation   or   encapsulation   of
                           Hazardous  Materials  from all or any  portion of the
                           Property and (to the extent  provided in Subparagraph
                           2(b)  hereof)  surrounding  areas and,  to the extent
                           thereby    required,     the    reconstruction    and
                           rehabilitation  of the  Property  pursuant to, and in
                           compliance with, Governmental Requirements;

                  (b)      Governmental Requirements: Any present and future (i)
                           federal,  state or local laws,  rules or  regulations
                           and (ii)  judicial or  administrative  interpretation
                           thereof,  including  any  judicial or  administrative
                           orders or judgments;

                  (c)      Hazardous Materials: (i) Asbestos and polychlorinated
                           biphenyls  and (ii)  hazardous  or  toxic  materials,
                           wastes and substances  which are defined,  determined
                           or identified as such (including  petroleum


<PAGE>

                           products   if  they  are   defined,   determined   or
                           identified   as  such)  in,  or   subject   to,   any
                           Governmental Requirements, in each case in amounts in
                           violation of applicable Governmental Requirements;

                  (d)      Indemnified   Losses:   Incurred   damages,   losses,
                           liabilities,  costs and expenses of Corrective  Work,
                           including,    without    limitation,     obligations,
                           penalties,  fines,  impositions,  fees, levies,  lien
                           removal  or  bonding   costs,   claims,   litigation,
                           demands,  defenses,  judgments,  suits,  proceedings,
                           costs, disbursements or expenses (including,  without
                           limitation,  attorneys' and experts'  reasonable fees
                           and disbursements) of any kind and nature whatsoever,
                           including interest thereon;

                  (e)      Loan  Documents:  The documents  comprising the total
                           documentation  pertaining to the Loan indicated above
                           made  to,  or for the  benefit  of,  the  above-named
                           Borrower,   including,  without  limitation,  and  as
                           applicable,  any  loan  agreement,  building  loan or
                           construction loan agreement,  note, mortgage, deed of
                           trust,  security agreement,  assignment of leases and
                           rents, any guaranty or guaranties (whether of payment
                           and/or performance),  pledge agreement,  commitments,
                           letters  of   credit,   assignment   of   partnership
                           interests,  and all other  instruments  and documents
                           evidencing, securing, or collateral to, the Loan;

                  (f)      Property:  The land more  particularly  described  in
                           Exhibit A hereto  attached  and as  indicated  above,
                           together with the buildings, improvements, structures
                           and betterments now or hereafter  existing thereon or
                           thereunder.

         2.       (a)  Except  as   hereinafter   limited  in  Paragraph  9  and
                  Subparagraphs  2(b) and 2(c),  the  undersigned  covenant  and
                  agree, at their sole cost and expense,  to indemnify,  protect
                  and save you harmless against and from any and all Indemnified
                  Losses which may at any time be imposed  upon,  incurred by or
                  asserted  or  awarded   against  you  arising  from,  out  of,
                  attributable to or by reason of, the:

                  (i)      nonperformance or delayed  performance and completion
                           of Corrective Work; or

                  (ii)     enforcement of this Indemnity or the assertion by the
                           undersigned   of  any  defense  to  its   obligations
                           hereunder  (except the  successful  defense of actual
                           performance not subject to further appeal);

                  whether the Indemnified Losses arise before,  during or after,
                  enforcement of the remedies and rights  available to you under
                  the Loan Documents,  including the acquisition of title to all
                  or any portion of the Property


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<PAGE>

                  by you or your  successors  or  affiliates  (as such terms are
                  defined in Paragraph 8(a) hereof).

                  (b) The  Indemnified  Losses  shall not extend to the costs of
                  Corrective  Work  pertaining  to  surrounding   areas  if  the
                  applicable  Hazardous  Materials  did not  originate  from any
                  portion of the  Property,  unless the removal of the Hazardous
                  Materials   from  the   surrounding   areas  by   Borrower  is
                  necessitated by Governmental Requirements.

                  (c) If you, or any of your successors or affiliates, take

                           (i) title to the Property at a foreclosure sale, at a
                           sale  pursuant to a power of sale under a mortgage or
                           deed of trust, or by deed in lieu of foreclosure,  or
                           by exercise of other remedial rights; or

                           (ii) possession,  custody and control of the Property
                           as  a   mortgagee-in-possession   or  through   court
                           designated receiver and Borrower,  and its successors
                           or  affiliates,   never  reacquire  such  possession,
                           custody and control,

                  then the  Indemnified  Losses  shall not  include  or apply to
                  Hazardous Materials which are initially placed on, in or under
                  all or any portion of the Property at any time thereafter.

         3.       (a) So long as Borrower is in possession,  custody and control
                  of the  Property  you agree that prior to the  undertaking  of
                  Corrective Work by you, the Borrower or the undersigned may at
                  their  sole  cost  and  expense   contest   the   Governmental
                  Requirements and/or perform any Corrective Work, provided that
                  at all times all of the following  conditions are continuously
                  satisfied in full:

                           (i) no  uncured  event  of  default  (other  than  as
                           related to the Hazardous  Materials  involved in such
                           contest or  Corrective  Work) exists under any of the
                           Loan Documents;

                           (ii)  you  (and  your  agents,  officers,  directors,
                           servants,  employees,  contractors and  shareholders)
                           shall  not  be  subject  to  any  criminal  or  other
                           penalties,  fines,  costs or  expenses,  by reason of
                           such  contest  or  Corrective  Work or any  delays in
                           connection therewith;

                           (iii) unless the undersigned has instituted a contest
                           as permitted hereunder with respect to any Corrective
                           Work, the  undersigned  shall commence the Corrective
                           Work promptly after obtaining actual knowledge of the
                           Hazardous  Materials  on, in, under or affecting  the
                           Property  or any  surrounding  areas,  but  at  least
                           fifteen  (15)  days  prior  to  commencement  of such
                           Corrective  Work,  submit to you in  conformity  with
                           your reasonable  requirements (which


                                       3
<PAGE>

                           requirements may not create  conditions which violate
                           Governmental Requirements), reasonably detailed plans
                           for such Corrective Work complying with  Governmental
                           Requirements.   If,  within  said  fifteen   (15)-day
                           period, you, in your reasonable judgment, reject such
                           plans, the undersigned  shall promptly submit revised
                           plans  conforming to your reasonable  requirements to
                           you for your  approval.  If within  fifteen (15) days
                           from your receipt of the original  plans,  or revised
                           plans,  you fail to approve or reject  such  original
                           plans, or revised plans, as the case may be, the same
                           shall be deemed  accepted by you. All Corrective Work
                           shall be performed in  compliance  with such approved
                           original or revised plans;

                           (iv) a contest,  if  instituted,  shall be instituted
                           promptly after the undersigned,  or Borrower, obtains
                           actual knowledge of an action, suit,  proceeding,  or
                           governmental  order or  directive  which  asserts any
                           obligation or liability  affecting all or any portion
                           of  the   Property,   or   Borrower  or  any  of  the
                           undersigned and diligently  prosecuted  until a final
                           judgment is obtained;

                           (v)  Corrective  Work  shall be  instituted  promptly
                           following an unsuccessful nonappealable completion of
                           the contest and shall be diligently  prosecuted until
                           the Hazardous  Materials  involved in the contest are
                           removed,  relocated,  encapsulated and/or disposed of
                           as required by the Governmental Requirements;

                           (vi) the undersigned shall notify you within ten (10)
                           days after commencement of such contest or Corrective
                           Work and shall render to you a written monthly report
                           detailing  the  progress   thereof   including   such
                           information as you shall reasonably request; and

                           (vii) if you are named in any action or proceeding as
                           a necessary party or as a party defendant relating to
                           matters  covered  by this  Indemnity,  you  agree  to
                           utilize  counsel   designated  by  the   undersigned,
                           subject  to  your  right  of  approval,   not  to  be
                           unreasonably  withheld  or  delayed.  If you  are not
                           named in any such action or proceeding,  you, at your
                           expense,   shall   have  the   right   (but  not  the
                           obligation)  to join in any action or  proceeding  in
                           which  the  undersigned  or  Borrower   contests  any
                           Governmental Requirements.

                  So long as all of such conditions are continuously  satisfied,
                  you  agree  that  you  will  not  enter  into  any  settlement
                  agreement binding upon the undersigned,  or Borrower,  without
                  their prior  consent,  which consent will not be  unreasonably
                  withheld or delayed.



                                       4
<PAGE>

                  (b) Promptly after the receipt by you of written notice of any
                  demand or claim or the  commencement  of any  action,  suit or
                  proceeding in respect of any of the  Indemnified  Losses,  you
                  shall  notify  the  undersigned  thereof in  writing,  but the
                  failure by you  promptly to give such notice shall not relieve
                  the  undersigned  of  any  of  their  obligations  under  this
                  Indemnity, except to the extent of prejudice to any defense to
                  such Indemnified Losses resulting from such delay.

         4.       The liability of the undersigned under this Indemnity shall in
                  no  way  be  limited  or  impaired  by (a)  any  amendment  or
                  modification of the Loan Documents; (b) any extensions of time
                  for performance required by any of the Loan Documents; (c) any
                  sale, assignment or foreclosure pursuant to the Loan Documents
                  or any sale or  transfer  of all or any part of the  Property;
                  (d) any  exculpatory  provision  in any of the Loan  Documents
                  limiting  your  recourse  to  the  Property  or to  any  other
                  security,  or limiting  your rights to a  deficiency  judgment
                  against  Borrower,  or the  undersigned;  (e) the  accuracy or
                  inaccuracy of any  representations  or warranties  made to you
                  under the Loan  Documents;  (f) the release of Borrower or any
                  other  person from  performance  or  observance  of any of the
                  agreements, covenants, terms or conditions contained in any of
                  the Loan Documents by operation of law, your voluntary act, or
                  otherwise;  (g) the  release or  substitution,  in whole or in
                  part,  of any security for the note or other  evidence of debt
                  issued  pursuant to the Loan  Documents;  (h) your  failure to
                  record  or file any of the Loan  Documents  (or your  improper
                  recording or filing of any  thereof) or to otherwise  perfect,
                  protect,  secure or insure any security interest or lien given
                  as security  for the note or other  evidence  of  indebtedness
                  under the Loan Documents, (i) any other action or circumstance
                  whatsoever  which  constitutes,   or  might  be  construed  to
                  constitute,  a legal or  equitable  discharge  or  defense  of
                  Borrower or others for their obligations under any of the Loan
                  Documents or of the  undersigned for their  obligations  under
                  this  Indemnity  or  (j)  the   invalidity,   irregularity  or
                  unenforceability,  in  whole  or in  part,  of any of the Loan
                  Documents;  and in any of such cases,  whether with or without
                  notice to  Borrower  or the  undersigned  and with or  without
                  consideration.

         5.       The undersigned (a) waive any right or claim of right to cause
                  a marshalling of the  undersigned's  assets or to cause you to
                  proceed  against any of the  security  for the Loan  Documents
                  before  proceeding  under  this  Indemnity  or to cause you to
                  proceed against the undersigned in any particular  order;  (b)
                  agree that any payments  required to be made  hereunder  shall
                  become due on demand;  (c) waive and relinquish all rights and
                  remedies   accorded  by  applicable   law  to  indemnitors  or
                  guarantors,   except  any  rights  of  subrogation  which  the
                  undersigned may have, provided that (i) the indemnity provided
                  for hereunder  shall neither be contingent  upon the existence
                  of any such rights of subrogation nor subject to any claims or
                  defenses  whatsoever  which may be asserted in connection with
                  the enforcement or attempted  enforcement of such


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<PAGE>

                  subrogation rights including,  without  limitation,  any claim
                  that such  subrogation  rights were  abrogated  by any of your
                  acts, and (ii) the  undersigned  postpone and  subordinate (A)
                  the exercise of any and all of their rights of  subrogation to
                  your rights against the  undersigned  under this Indemnity and
                  (B) any rights of subrogation  to any collateral  securing the
                  Loan until the Loan shall have been paid in full.

         6.       No  delay  on your  part in  exercising  any  right,  power or
                  privilege  under any of the Loan Documents  shall operate as a
                  waiver of any such privilege, right or power.

         7.       Any one or more of the undersigned,  or any other party liable
                  upon or in  respect  of this  Indemnity  or the  Loan,  may be
                  released  from  liability  (in  whole or in part)  under  this
                  Indemnity  or  the  Loan  Documents   without   affecting  the
                  liability hereunder of any of the undersigned not so released.

         8.       (a) This Indemnity  shall be binding upon the  undersigned and
                  their respective heirs, personal  representatives,  successors
                  and  assigns  and shall  inure to the  benefit  of and,  where
                  applicable, shall be binding upon, you and your successors and
                  affiliates,  which  acquire all or any part of the Property by
                  any sale,  assignment or foreclosure under the Loan Documents,
                  by deed  or  other  assignment  in  lieu  of  foreclosure,  or
                  otherwise,  including if you, or such successor,  affiliate or
                  participant,  is the  successful  bidder at a  foreclosure  or
                  other  remedial  sale. For purposes of this Indemnity your (i)
                  "successors" shall mean successors by merger, consolidation or
                  acquisition  of all or a  substantial  part of your assets and
                  business and (ii) "affiliates" shall mean your parent, if any,
                  or its  successors as above defined and any direct or indirect
                  subsidiary  or affiliate of your parent or its  successors  as
                  above defined.

                  (b)  Except  as  provided  in  Subparagraph  8(a)  above,  the
                  obligations of the undersigned  under this Indemnity shall not
                  inure  to  the  benefit  of (i)  any  other  purchaser  of the
                  Property at a  foreclosure  sale or a sale pursuant to a power
                  of sale or other  remedial  rights under the Loan Documents or
                  (ii) any subsequent  holder of the Loan Documents  unless such
                  holder  is  your   successor,   affiliate  or  participant  as
                  hereinabove defined.

         9.       (a) Except as  provided  in  Subparagraph  9(b)  hereof,  this
                  Indemnity  shall  terminate  and be of no  further  force  and
                  effect upon  payment in full by Borrower or  guarantor  of all
                  principal,  interest  and other  sums and costs  evidenced  or
                  secured by the Loan  Documents,  provided  that at the time of
                  such  full  payment   neither  you,  nor  your  successors  or
                  affiliates,  have,  at any  time,  or in any  manner,  through
                  exercise of their  remedial  rights under the Loan  Documents,
                  participated in the management or control of, taken possession
                  of, or title to, the Property or any portion thereof,  whether
                  by foreclosure,  deed in lieu of foreclosure, sale under power
                  of sale pursuant to the Loan Documents, or otherwise.



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<PAGE>

                  (b)  Notwithstanding  Subparagraph 9(a) above, the undersigned
                  agree that this Indemnity shall continue after full payment of
                  the Loan with respect to:

                           (i)  litigation or  administrative  claims  involving
                           Indemnified Losses pertaining to Hazardous  Materials
                           covered  by this  Indemnity  pending  at the  date of
                           payment in full of the Loan, and

                           (ii)   reasonable   costs  and  expenses   (including
                           experts'  and  attorneys'  fees  and   disbursements)
                           incurred  or   expended  by  you  in  (A)   enforcing
                           Subparagraph  2(a)(ii) of this  Indemnity  or (B) any
                           litigation,  arbitration,  administrative  claims  or
                           matters   relating   to   any   Indemnified    Losses
                           subsequently  arising within four (4) years after the
                           date  of  such  full  payment   (hereinafter   called
                           ("Subsequent  Claims") involving  Hazardous Materials
                           on, in or under the  Property,  or if covered by this
                           Indemnity,    any   surrounding    areas,   but   the
                           undersigned's  obligation  under this Indemnity as to
                           Subsequent  Claims  is hereby  limited  and shall not
                           extend to payment of any  monetary  awards or damages
                           against you but only to the costs and expenses  above
                           mentioned. You agree to utilize counsel designated by
                           the  undersigned  (whether or not the undersigned are
                           also parties  defendant in such  matters)  subject to
                           your  right  of  approval,  not  to  be  unreasonably
                           withheld or delayed.

         10.      This  Indemnity   shall  continue  to  be  effective,   or  be
                  reinstated  automatically,  as the case may be, if at any time
                  payment,  in  whole  or in  part,  of any  of the  obligations
                  indemnified  against  hereby is rescinded or otherwise must be
                  restored  or  returned  by  you  (whether  as  a   preference,
                  fraudulent conveyance or otherwise) upon or in connection with
                  the  insolvency,  bankruptcy,   dissolution,   liquidation  or
                  reorganization  of  Borrower,  any of the  undersigned  or any
                  other person,  or upon or as a result of the  appointment of a
                  receiver,  intervenor or conservator of, or trustee or similar
                  officer for,  Borrower,  any of the  undersigned  or any other
                  person or for a  substantial  part of  Borrower's,  any of the
                  undersigned's or any of such other person's  property,  as the
                  case may be, or otherwise,  all as though such payment had not
                  been made. Each of the undersigned  further agrees that in the
                  event any such  payment is  rescinded  or must be  restored or
                  returned,   all  costs  and   expenses   (including,   without
                  limitation,  legal fees and  expenses)  incurred  by you or on
                  your behalf in  defending  or enforcing  such  continuance  or
                  reinstatement,  as the case may be, shall  constitute costs of
                  enforcement  which are  covered  by each of the  undersigned's
                  indemnification obligations under this Indemnity.

         11.      Each of the undersigned represents and covenants to you that:

                           (i) if a corporation,  partnership, venture, trust or
                           limited  liability  company,  it is  duly  organized,
                           validly  existing and in good


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<PAGE>

                           standing under the laws of the state of its formation
                           and has full power and authority to execute,  deliver
                           and perform this  Indemnity;  each of the undersigned
                           will preserve and maintain  such legal  existence and
                           good standing;

                           (ii)  there  are no  actions,  suits  or  proceedings
                           pending or threatened  against or affecting  Borrower
                           or any of the  undersigned,  at  law,  in  equity  or
                           before  or by  any  governmental  authorities  except
                           actions, suits or proceedings which are fully covered
                           by insurance or would, if adversely  determined,  not
                           be  likely  to  have a  material  adverse  effect  on
                           Borrower's  or any of the  undersigned's  business or
                           financial condition;  neither Borrower nor any of the
                           undersigned  is in material  default  with respect to
                           any order, writ, injunction,  decree or demand of any
                           court or governmental authorities;

                           (iii)   the    consummation   of   the   transactions
                           contemplated  hereby  and  the  performance  of  this
                           Indemnity  have not  resulted  and will not result in
                           any breach of, or  constitute  a default  under,  any
                           mortgage,  deed of trust,  lease, bank loan or credit
                           agreement,  corporate charter,  by-laws,  partnership
                           agreement  or other  instrument  to which  any of the
                           undersigned  is a  party  or  by  which  any  of  the
                           undersigned may be bound or affected; and

                           (iv) each of the  undersigned is in compliance  with,
                           and the  transactions  contemplated by this Indemnity
                           do not and will not  violate  any  provision  of,  or
                           require any filing, registration, consent or approval
                           under,  any  federal,   state  or  local  law,  rule,
                           regulation,   ordinance,   order,   writ,   judgment,
                           injunction,    decree,    determination    or   award
                           (hereinafter,  "Laws")  presently  in  effect  having
                           applicability  to it;  each of the  undersigned  will
                           comply  promptly  with all Laws now or  hereafter  in
                           effect having applicability to it.

         12.      You shall, at all times,  at your  discretion and expense,  be
                  free  to  independently  establish  to your  satisfaction  the
                  existence or non-existence of any fact or facts, the existence
                  or  non-existence of which is a condition of this Indemnity or
                  any of its provisions.

         13.      This  Indemnity  may be executed in one or more  counterparts,
                  each of which shall be deemed an original.  Said  counterparts
                  shall  constitute but one and the same instrument and shall be
                  binding upon each of the  undersigned  as fully and completely
                  as if all had signed but one instrument. The joint and several
                  liability  of  the  undersigned  shall  be  unaffected  by the
                  failure of any of the undersigned to execute any or all of the
                  counterparts.



                                       8
<PAGE>

         14.      All notices  hereunder shall be in writing and shall be deemed
                  to have been  sufficiently  given or served  for all  purposes
                  when  sent  by  registered  or  certified   mail,  if  to  the
                  undersigned  at  their  respective  addresses  stated  on  the
                  signature page hereof and if to you, at your address indicated
                  above,  or at such other  address of which a party  shall have
                  notified the party giving such notice in writing in accordance
                  with the foregoing requirements.

         15.      No  provision  of  this  Indemnity  may  be  changed,  waived,
                  discharged or terminated  orally, by telephone or by any other
                  means except by an instrument  in writing  signed by the party
                  against whom enforcement of the change,  waiver,  discharge or
                  termination is sought.

         16.      THE  UNDERSIGNED BY EXECUTION  HEREOF,  AND YOU, BY ACCEPTANCE
                  HEREOF,   HEREBY  EXPRESSLY  AND  UNCONDITIONALLY   WAIVE,  IN
                  CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING  BROUGHT BY YOU
                  ON THIS  INDEMNITY,  ANY AND  EVERY  RIGHT  THEY MAY HAVE TO A
                  TRIAL BY JURY.

         17.      THIS  INDEMNITY 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  APPLICABLE TO THE INTERPRETATION,  CONSTRUCTION AND
                  ENFORCEMENT   OF   INDEMNITIES   (WITHOUT   GIVING  EFFECT  TO
                  TENNESSEE'S  PRINCIPLES OF CONFLICTS OF LAW). THE EXISTENCE OF
                  HAZARDOUS  MATERIALS  SHALL BE DETERMINED  IN ACCORDANCE  WITH
                  FEDERAL LAW AND STATE AND LOCAL LAWS OF THE STATE IN WHICH THE
                  PROPERTY IS LOCATED.



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<PAGE>

         18.      THE  UNDERSIGNED   IRREVOCABLY  SUBMIT  TO  THE  NON-EXCLUSIVE
                  JURISDICTION  OF ANY TENNESSEE  STATE OR FEDERAL COURT SITTING
                  IN THE CITY OF  MEMPHIS,  STATE OF  TENNESSEE,  OVER ANY SUIT,
                  ACTION  OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO  THIS
                  INDEMNITY  AND THE  UNDERSIGNED  AGREE AND  CONSENT  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 ABOVE STATED COURT SITTING IN THE
                  CITY OF MEMPHIS MAY BE MADE BY CERTIFIED OR  REGISTERED  MAIL,
                  RETURN RECEIPT REQUESTED, DIRECTED TO THE UNDERSIGNED AT THEIR
                  RESPECTIVE  ADDRESSES  INDICATED ON THE SIGNATURE PAGE HEREOF,
                  AND SERVICE SO MADE SHALL BE COMPLETE  FIVE (5) DAYS AFTER THE
                  SAME SHALL HAVE BEEN SO MAILED.

                                      Very truly yours,

Indemnitor:                                    Address Of Indemnitor:
-----------                                    ----------------------

APPLE SUITES, INC., a                          306 East Main Street
Virginia corporation                           Richmond, Virginia 23219

                                               Attention:  Mr. Glade M. Knight

By  /s/ Glade M. Knight                        With a copy to:
-------------------------------
     Name:  Glade M. Knight
     Title:    President                       Thomas E. Davis, Esq.
                                               Jenkens & Gilchrist
                                               1445 Ross Avenue, Suite 3200
                                               Dallas, Texas 75202-2799

         This is to certify that this  Indemnity  was executed in my presence on
the date hereof by the parties whose  signatures  appear above in the capacities
indicated.

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

                                                     My commission expires:

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


                                       10

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                                    EXHIBIT A

     Being  situated  in  Lots  3  and  4 of  Block  34 of  Highland  Colony,  a
     subdivision,  the map or plat of which is  recorded  in the  Office  of the
     Chancery  Clerk of  Madison  County at Canton,  Mississippi  and being more
     particularly described by metes and bounds as follows, to wit:

     Commence  at the  Southwest  corner  of  said  Lot 3 and run  thence  North
     0(Degree)18'31"  East for a distance of 240.48 feet along with West line of
     said Lot 3 to the  POINT OF  BEGINNING  for the  parcel  herein  described;
     thence  North  78(Degree)04'03"  East for a distance of 472.795 feet to the
     Southwest right-of-way line of Centre Street; thence North 31(Degree)57'26"
     West for a  distance  of  88.98  feet  along  the  Southwesterly  edge of a
     concrete curb and gutter,  being the Southwest  right-of-way line of Centre
     Street;  thence run 445.47 feet along the arc of 440.0 foot radius curve to
     the left along the said  Southwesterly  edge of a concrete curb and gutter,
     said arc having a 426.685  foot chord which  bears  North  60(Degree)57'40"
     West;  thence  North  89(Degree)57'54"  West for a distance  of 179.25 feet
     along the Southerly edge of a concrete curb and gutter,  being the Southern
     right-of-way line of Centre Street; thence leave said Southern right-of-way
     line and run South  00(Degree)18'31"  West for a distance  of 379.32  feet;
     thence  South  89(Degree)31'28"  East for a distance  of 138.86 feet to the
     POINT OF BEGINNING.