EXHIBIT 4.40

                                                              (WORKING CAPITAL)

                                PROMISSORY NOTE

$80,000.00                                                   RICHMOND, VIRGINIA
                                                                    MAY 1, 2000

FOR  VALUE  RECEIVED, Apple Suites Management, Inc., a Virginia corporation (the
"Maker"),  hereby  makes  an  UNCONDITIONAL PROMISE TO PAY TO THE ORDER OF APPLE
SUITES,  INC.,  a  Virginia  corporation  (the "Holder"), in lawful money of the
United  States  of  America,  the  principal  sum  of Eighty Thousand and 00/100
Dollars  ($80,000.00),  together  with  interest thereon, in accordance with the
following terms:

1. INTEREST.

     Interest  shall  accrue  on the unpaid principal balance at the annual rate
of  nine  percent  (9%)  (the  "Note Rate"). With respect to amortized payments,
interest  at the Note Rate shall be based on a 360-day year and a uniform period
of  30  days  per month. If there is an Event of Default (as defined below), the
annual  rate  of  interest  shall increase to twelve percent (12%), and shall be
compounded  monthly  (the  "Default  Rate").  The computation of interest at the
Default Rate shall be based on the actual number of days elapsed.

2. PAYMENTS.

     (a) The  debt  represented by this Note shall be paid in one hundred twenty
(120)  consecutive monthly installments. The amount of each installment shall be
$ 1,013.41, consisting of principal and interest on an amortized basis.

     (b) Installments  shall  be due and payable on the first day of each month,
beginning  with  June 1, 2000. The due date for each installment shall be deemed
a  "Payment Date." The entire balance of principal and interest shall be due and
payable in full on May 1, 2010.

     (c) The  Maker is entitled to prepay the principal balance under this Note,
in whole or in part, on one or more occasion(s), without premium or penalty.

     (d) The  Holder  shall  have  the right to allocate all payments under this
Note  in  accordance  with  the  following  priority:  (1) first, to accrued but
unpaid interest; and (2) second, to unpaid principal.

3. PAYMENT ADDRESS AND METHOD.

     The  Holder  shall  have  the  right, which may be exercised on one or more
occasion(s)  in  the  sole discretion of the Holder, to require the Maker to use
any  address  for  the delivery of payment and any reasonable method of payment,
including  but  not  limited  to  cashier's  check  orwire transfer. For present
purposes, the Holder hereby requires the Maker to use a single check for

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each  installment  payment,  and  to use the mailing address shown below for the
delivery of all payments:

                                        Apple Suites, Inc.
                                        Attn: Stanley J. Olander, Jr., Secretary
                                        9 North Third Street
                                        Richmond, VA 23219

4. SECURITY AND COLLATERAL.

     The  Holder  and  the Maker acknowledge and agree that no security interest
has been granted in any property or collateral in connection with this Note.

5. PURPOSE.

     The  Maker  has  leased an extended-stay hotel in Glen Allen, Virginia. The
Maker  has  received  funds  from  the  Holder  for  the satisfaction of various
working  capital  requirements  for  such hotel. This Note serves as evidence of
the  indebtedness  of the Maker to the Holder, and provides for the repayment of
such indebtedness to the Holder.

6. EVENTS OF DEFAULT.

     (a) Each  of  the  following  events shall constitute an "Event of Default"
under this Note:

        (1) the  Maker's  failure to pay to the Holder, within a grace period of
five  (5)  calendar  days  after  any  Payment Date, the full amount due on such
Payment Date;

        (2) the  acceleration  of  any payment obligation of the Maker under any
other  promissory  note,  debt  instrument  or  other  financial  instrument  or
agreement that now exists or may exist in the future;

        (3) the   commencement  of  any  proceeding  to  appoint  any  receiver,
trustee,  custodian, liquidator, or similar official for the Maker, or the final
appointment of any of the foregoing;

        (4) the  attachment,  levy,  seizure or garnishment, whether in whole or
in  part,  of  any  wages,  funds,  financial  accounts or other property of the
Maker;

        (5) the  entry  of  any  judgment  against  the Maker that exceeds, when
combined  with  its other unpaid judgments, ten percent (10%) of the then unpaid
principal balance under this Note;

        (6) the  general  inability of the Maker to pay its debts as they become
due;


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        (7) the  filing  or  commencement, by the creditors of the Maker, of any
Insolvency  Action  (as  defined below) that is not dismissed within thirty (30)
calendar days after the original date of filing or commencement;

        (8) the  approval  or  voluntary filing of any Insolvency Action, or the
approval  or  consummation  of  any  plan  to  make a general assignment for the
benefit of creditors, by the Maker;

        (9) the  approval  of  any  plan, or the execution of any contract, that
causes  or  is intended to cause any of the following with respect to the Maker:
(A)  its  dissolution; (B) the liquidation of its assets; (C) the termination of
its  corporate  existence,  whether  by  merger or otherwise; or (D) the sale or
transfer of all, or substantially all, of its assets;

       (10) any  event that causes or will cause the Maker to cease its business
or  operations  for a period of more than thirty (30) consecutive calendar days;
or

       (11) any   event   that   terminates  or  will  terminate  the  business,
operations or legal existence of the Maker.

     (b) For  purposes of this Note, the term "Insolvency Action" shall mean any
case  or  proceeding,  or petition relating thereto, that arises under any state
or  Federal  laws  relating to bankruptcy or insolvency, whether now existing or
subsequently  enacted,  and  that  seeks  reorganization,  liquidation  or other
relief with respect to the debts, assets or businesses of the Maker.

7. REMEDIES.

     (a) If  an  Event  of  Default  occurs,  all  unpaid  principal and accrued
interest  under  this  Note  shall  become  immediately due and payable in full,
without any action whatsoever by the Holder.

     (b) The  Maker shall pay all costs, including but not limited to reasonable
legal  fees  and  expenses,  whether  arising  in  connection with an Insolvency
Action  or otherwise, that may be incurred by the Holder to enforce this Note or
to  collect  the  amounts due under this Note ("Enforcement Costs"). The Holder,
in  its  sole  discretion,  shall  have  the right to treat Enforcement Costs as
additional interest under this Note.



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8. TRANSFER AND ASSIGNMENT.

     (a) The  Holder  shall  have  the right to transfer this Note and to assign
any  rights or remedies under this Note. Such right may be exercised in whole or
in  part,  on one or more occasion(s), in the sole discretion of the Holder. The
obligations  of  the  Maker  under this Note shall not be altered or affected in
any way by any such transfer or assignment by the Holder.

     (b) The  Maker  shall  be  absolutely  prohibited from assigning any of its
obligations  under  this  Note  without the prior written consent of the Holder.
The  Holder  shall  be  entitled to withhold such consent in its sole discretion
for  any  reason  or  no  reason.  Any attempted assignment in violation of such
prohibition shall be ineffective and void.

     (c) The  Holder  and  the Maker acknowledge and agree that this Note (1) is
evidence  of  commercial  debt financing; and (2) is not an investment contract,
is  not  designed  to raise capital, is not part of any plan of distribution and
is not related to any offering of securities.

9. WAIVERS.

     (a) The  Holder  shall  not  be  deemed to have waived any of its rights or
remedies  under  this  Note  unless  the Holder delivers a written notice to the
Maker  that  states  the  nature  and scope of such waiver. Without limiting the
foregoing,  no  waiver  of  the  Holder's  rights or remedies shall be deemed to
exist  solely  because  the  Holder,  on  one or more occasion(s), may have: (1)
waived  certain  rights  or  remedies; (2) elected certain rights or remedies in
lieu  of  others; (3) delayed in exercising any rights or remedies; (4) extended
any  Payment Dates under this Note; or (5) refrained from requiring the Maker to
act in strict compliance with this Note.

     (b) The  Maker,  to  the  maximum  extent permitted by law, hereby grants a
complete,  irrevocable  and  unconditional  waiver of each of the following: (1)
the  right  to  require presentment, demand, dishonor, protest or any notices of
any  kind  or nature from the Holder in connection with this Note; (2) the right
to  assert  any  statute  of limitations as a defense to the enforcement of this
Note;  (3)  any  claim  that  seeks  to  restrain,  enjoin,  prohibit,  delay or
interfere  with  any  transfer  of this Note by the Holder, or any assignment of
the  Holder's  rights or remedies under this Note; (4) any claim that a transfer
or  assignment  by  the Holder with respect to this Note has altered or affected
the  obligations  of the Maker in any way; and (5) any claim that the Holder has
waived  its rights or remedies under this Note in a manner other than the manner
described in subsection (a) immediately above.



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10. GENERAL.

      (a) Time  is  of  the  essence  with respect to this Note and each Payment
Date.  Except  as  expressly set forth in this Note, or in a written waiver that
may  be  granted  by the Holder, there are no grace periods and no extensions of
time  for  payment with respect to this Note, and no grace periods or extensions
shall be implied.

      (b) This  Note  shall  be  interpreted and enforced in accordance with the
laws  of  the  Commonwealth  of  Virginia,  without  regard to any choice of law
provisions or principles thereof to the contrary.

      (c) All  provisions  in  this  Note  are  severable  and  each  valid  and
enforceable  provision  shall remain in full force and effect, regardless of any
official  or  formal determination that declares certain provisions of this Note
to be invalid or unenforceable.

      (d) Captions  and  headings are used in this Note for convenience only and
shall  not  affect  the  interpretation  of  this  Note. Terms such as "hereof,"
"hereby,"  "hereto,"  "herein"  and "hereunder" shall be deemed to refer to this
Note as a whole, rather than to any particular provision of this Note.

      (e) All  terms  and  conditions  of  this  Note shall be binding upon, and
enforceable  against,  the  Holder  and  the  Maker, and all of their respective
assignees and successors in title or interest.

                                        APPLE SUITES MANAGEMENT, INC.,
                                        a Virginia corporation

                                        By: /s/ Glade M. Knight
                                      ----------------------------------------
                                        Glade M. Knight, President



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