EXHIBIT 10.8

                                                          (HOTEL FRANCHISE FEES)


                                 PROMISSORY NOTE

$50,400.00                                                    RICHMOND, VIRGINIA
                                                                   JUNE 30, 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 Fifty  Thousand Four Hundred and
00/100 Dollars ($50,400.00),  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"). If there is an Event of Default (as defined
below), the annual rate of interest shall increase to twelve percent (12%) until
such Event of Default is fully cured,  and interest at the Default Rate shall be
compounded  monthly on the first day of each month.  All  interest  computations
shall be based on a  360-day  year and a uniform  period  of 30 days per  month.
Interest for any partial  month shall be prorated  based on the actual number of
days elapsed and the appropriate per diem interest rate.

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
$638.45, consisting of principal and interest on an amortized basis.

     (b) The due date for each installment shall be the first day of each month,
beginning  with  August 1, 2000 (each a "Payment  Date").  Payment  Dates  shall
continue  to occur  until  this  Note is paid in full.  The  entire  balance  of
principal and interest shall be due and payable in full on July 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 or wire  transfer.  For present
purposes,  the Holder  hereby  requires the Maker to use a single check for each
installment payment, and to use the mailing address shown below for the delivery
of all payments:


<PAGE>

                              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 Boulder, Colorado. The Maker
has received  funds from the Holder for the  satisfaction  of various  franchise
fees 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;

          (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;


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<PAGE>

          (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.

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


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<PAGE>


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.

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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