EXHIBIT 10.5







                                                     June 30, 2000



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

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

Attention:        Mr. Glade M. Knight



                  Re:      Closing of Buyer's  Purchase of Boulder,  CO Homewood
                           Suites Hotel (the  "Property")  pursuant to Agreement
                           of Sale dated as of November 22, 1999, as amended, by
                           and between Promus Hotels,  Inc., Hampton Inns, Inc.,
                           successor by merger to Homewood  Suites Equity Corp.,
                           and Promus  Hotels  Florida,  Inc. and Apple  Suites,
                           Inc. (the "Purchase Agreement"; capitalized terms not
                           otherwise  defined  herein  shall  have the  meanings
                           ascribed    to   such    terms   in   the    Purchase
                           Agreement)

Gentlemen:

         The undersigned  and you hereby agree that the Management  Agreement of
even date herewith between Promus and Lessee shall not be interpreted to require
any proceeds of financing or  refinancing  of the Property to be included in the
"Gross Revenues" of the 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 Agreement.  All
capitalized  terms used in the  foregoing  sentence  and not  otherwise  defined
herein are used therein as defined in the Management Agreement.

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         The  undersigned  and you hereby  further  agree and  confirm  that the
letter  agreements  dated May 8, 2000  remain  unmodified  and in full force and
effect.

         This letter agreement 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
individually as fully and completely as if all had signed but one instrument and
shall be unaffected by the failure of any of the  undersigned  to execute any or
all of said counterparts.



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

                                     Very truly yours,

                                     PROMUS HOTELS, INC.


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


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


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


                                     PROMUS HOTELS FLORIDA, INC.


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


Accepted and agreed to this 30th
day of June, 2000.

APPLE SUITES, INC.


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


APPLE SUITES MANAGEMENT, INC.


By  /s/  Glade M. Knight
   --------------------------------
    Name:  Glade M. Knight
    Title: President, CEO and Chairman