EXHIBIT 4.10

                                     FOURTH
                      DEED OF TRUST MODIFICATION AGREEMENT


         FOURTH DEED OF TRUST  MODIFICATION  AGREEMENT (this  "Agreement")  made
this 30th day of June, 2000, among PROMUS HOTELS, INC., a Delaware  corporation,
having  an  office  at  755  Crossover  Lane,  Memphis,   Tennessee   38117-4900
("Beneficiary"),  APPLE  SUITES REIT  LIMITED  PARTNERSHIP,  a Virginia  limited
partnership ("Fee Owner"), APPLE SUITES SERVICES LIMITED PARTNERSHIP, a Virginia
limited   partnership   ("Lessee";   together  with  Fee  Owner,   collectively,
"Grantor"),  each of Fee  Owner  and  Lessee  having  an office at 306 East Main
Street,  Richmond,  Virginia  23219,  and DAVID LONG, an  individual,  having an
address at Hoge, Evans, Holmes, Carter & Ledbetter,  PLLC, 4311 Oak Lawn Avenue,
Suite 600, Dallas, Texas 75219 ("Trustee").

                             Preliminary Statement

         Beneficiary is the beneficiary  under,  and the lawful owner and holder
of the obligations  secured by, the Fee and Leasehold Deed of Trust,  Assignment
of Leases and Rents and Security Agreement,  dated October 5, 1999, from Grantor
to Trustee, as trustee,  recorded in the County Clerk's Office in Dallas County,
Texas on  October  6, 1999 in Book  99195 at Page  05671,  as amended by Deed of
Trust Modification Agreement dated November 29, 1999 among Beneficiary,  Grantor
and  Trustee,  as  trustee,  as  amended  by Second  Deed of Trust  Modification
Agreement dated December 22, 1999, among  Beneficiary,  Grantor and Trustee,  as
trustee,  and by Third Deed of Trust  Modification  Agreement  dated May 8, 2000
among Beneficiary,  Grantor and Trustee,  as trustee,  all of which have been or
are to be  recorded in the County  Clerk's


<PAGE>

Office in Dallas County,  Texas (as amended,  the "Deed of Trust").  The Deed of
Trust secures a $7,350,000 note of Apple Suites, Inc. ("Borrower") dated October
5, 1999, a $30,210,000  note of Borrower  dated  November 29, 1999, a $4,384,500
note of Borrower  dated  December  22, 1999 and a  $11,616,750  note of Borrower
dated May 8, 2000  (said  notes,  collectively,  the  "Original  Notes"),  which
Original Notes evidence purchase money loans (collectively,  the "Loans") in the
aggregate amount of $53,561,250 from Beneficiary to Grantor. Borrower indirectly
owns one hundred percent (100%) of the beneficial interests in Fee Owner.

         Pursuant  to an  Agreement  of Sale dated  November  22,  1999  between
Beneficiary, Hampton Inns, Inc. and Promus Hotels Florida, Inc., as sellers, and
Borrower,  as buyer,  Borrower is on the date hereof to acquire certain premises
described therein and in connection therewith,  Borrower will borrow $11,163,750
from  Beneficiary and has executed and delivered to Beneficiary its note,  dated
the date hereof, obligating it to pay the sum of $11,163,750 (the "New Note").

         In  consideration  of such  additional loan by Beneficiary to Borrower,
Beneficiary  and  Grantor  have agreed to modify the Deed of Trust to secure the
New Note and thereby  increase the Note Amount  secured by the Deed of Trust and
in the manner  hereinafter  set  forth,  and  Trustee  has agreed to join in the
execution of this Agreement.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

         1. The Deed of Trust is  modified as  follows:  The term  "Note"  shall
mean,  collectively,  the  Original  Notes  and the New  Note,  as the  same may
hereafter be


                                       2
<PAGE>

amended, modified,  extended,  severed, assigned, renewed or restated, from time
to time and the term "Note Amount" shall mean $64,725,000.

         2. Grantor warrants and represents that there are no defenses,  offsets
or  counterclaims  with respect to its  obligations  under the Deed of Trust, as
modified hereby, including,  without limitation,  its obligation for the payment
of the Note.

         3. Except as modified in the manner set forth above,  the Deed of Trust
shall remain unmodified and in full force and effect.

         4. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any party
hereto may execute this Agreement by signing any such counterpart.


                  [Remainder of page intentionally left blank.]

                                       3
<PAGE>



         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by each of the parties hereto as of the date first above written.

                                      PROMUS HOTELS, INC.


                                      By /s/ Mariel C. Albrecht
                                         ------------------------------------
                                         Name:  Mariel C. Albrecht
                                         Title: Senior Vice President


                                      APPLE SUITES REIT LIMITED PARTNERSHIP,
                                      a Virginia limited partnership

                                      By: Apple Suites General, Inc.,
                                          its general partner


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


                                      APPLE SUITES SERVICES LIMITED PARTNERSHIP,
                                      a Virginia limited partnership

                                      By: Apple Suites Services General, Inc.,
                                          its general partner


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


                                       /s/ David W. Long
                                      ---------------------------------
                                       DAVID LONG, as Trustee


<PAGE>


STATE OF NEW YORK

COUNTY OF NEW YORK


         THIS  INSTRUMENT  was  acknowledged  before me on the 28th day of June,
2000, by Mariel C. Albrecht,  Senior Vice  President of Promus  Hotels,  Inc., a
Delaware corporation.



                                              /s/ Jennifer A. Meyer
                                             -----------------------------------
                                              Notary Public, State of New York

                                              Printed Name: Jennifer A. Meyer
                                                           ---------------------

                                              Commission Expires: 11/8/01
                                                                 ---------------


                                                     JENNIFER A. MEYER
                                             NOTARY PUBLIC, State of New York
                                                     No. 31-6032912
                                               Qualified in New York County
                                            Commission Expires November 8, 2001
<PAGE>


STATE OF VIRGINIA

CITY OF RICHMOND


         THIS  INSTRUMENT  was  acknowledged  before me on the 28th day of June,
2000, by Glade M. Knight,  President of Apple Suites  General,  Inc., a Virginia
corporation,  as general  partner of Apple Suites REIT Limited  Partnership,  on
behalf of said Apple Suites  General,  Inc., as general  partner of Apple Suites
REIT Limited Partnership.


                                              /s/ Jacquelyn B. Owens
                                             -----------------------------------
                                              Notary Public, State of Virginia

                                              Printed Name: Jacquelyn B. Owens
                                                           ---------------------

                                              Commission Expires: 6/30/03
                                                                 ---------------


<PAGE>


STATE OF VIRGINIA

CITY OF RICHMOND


         THIS  INSTRUMENT  was  acknowledged  before me on the 28th day of June,
2000, by Glade M. Knight,  President of Apple Suites Services  General,  Inc., a
Virginia  corporation,  as general  partner  of Apple  Suites  Services  Limited
Partnership,  on behalf of said Apple Suites Services General,  Inc., as general
partner of Apple Suites Services Limited Partnership.


                                              /s/ Jacquelyn B. Owens
                                             -----------------------------------
                                              Notary Public, State of Virginia

                                              Printed Name: Jacquelyn B. Owens
                                                           ---------------------

                                              Commission Expires: 6/30/03
                                                                 ---------------


<PAGE>


STATE OF TEXAS

COUNTY OF DALLAS

         THIS  INSTRUMENT  was  acknowledged  before me on the 29th day of June,
2000, by David Long, an individual.


                                              /s/ Debra A. Bradshaw
                                             -----------------------------------
                                              Notary Public, State of Texas
          DEBRA A. BRADSHAW
        MY COMMISSION EXPIRES                Printed Name: Debra A. Bradshaw
           March 31, 2001                                  ---------------------

                                              Commission Expires: 03/03/01
                                                                 ---------------