EXHIBIT 4.7

                                                                      [Michigan]


                                     SECOND
                         MORTGAGE MODIFICATION AGREEMENT

         SECOND MORTGAGE  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
("Mortgagee"),  and APPLE SUITES,  INC., a Virginia  corporation  ("Fee Owner"),
APPLE SUITES MANAGEMENT,  INC., a Virginia corporation ("Lessee";  together with
Fee Owner,  collectively,  "Mortgagor"),  each of Fee Owner and Lessee having an
office at 306 East Main Street, Richmond, Virginia 23219.

                              Preliminary Statement

         Mortgagee is the lawful owner and holder of the obligations  secured by
the Fee and  Leasehold  Mortgage  dated  December  22, 1999,  from  Mortgagor to
Mortgagee,  recorded in the Macomb County Records, Michigan in Book ______, Page
______,  as amended by the  Mortgage  Modification  Agreement  dated May 8, 2000
among Mortgagee, Fee Owner and Lessee which has been or is to be recorded in the
Macomb County Records,  Michigan  (collectively,  the "Mortgage").  The Mortgage
secures a $4,384,500 note of Fee Owner dated December 22, 1999 and a $11,616,750
note of Fee Owner dated May 8, 2000 (said  notes,  collectively,  the  "Original
Notes"), which evidence purchase money loans (collectively,  the "Loans") in the
aggregate amount of $16,001,250 from Mortgagee to Fee Owner.

         Pursuant to the  Agreement  of Sale (as defined in the  Mortgage),  Fee
Owner  is to  acquire  certain  additional  premises  described  therein  and in
connection

<PAGE>

therewith, Fee Owner will borrow $11,163,750 from Mortgagee and has executed and
delivered to Mortgagee its note, dated the date hereof, obligating it to pay the
sum of $11,163,750  (the "New Note"),  with interest thereon as therein provided
and with final payment being due on April 28, 2001.

         In  consideration  of such  additional  loan by Mortgagee to Fee Owner,
Mortgagee  and  Mortgagor  have agreed to modify the  Mortgage to secure the New
Note and thereby increase the amount secured by the Mortgage,  all in the manner
hereinafter set forth.

         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  Mortgage is modified  as follows:  The term "Note"  shall mean,
collectively,  the Original Notes and the New Note, as the same may hereafter be
amended, modified,  extended,  severed, assigned, renewed or restated, from time
to time and the Mortgage shall secure the amount of $27,165,000.

         2.  Mortgagor  warrants  and  represents  that  there are no  defenses,
offsets or counterclaims with respect to its obligations under the Mortgage,  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 Mortgage 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.

                                       2

<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.

Witness:                                   PROMUS HOTELS, INC.,
                                           a Delaware corporation

  /s/  Jennifer A. Meyer
-------------------------------
Name:  Jennifer A. Meyer

                                           By /s/  Mariel C. Albrecht     [L.S.]
                                              ----------------------------
  /s/  Graham Hone                            Name:  Mariel C. Albrecht
-------------------------------               Title: Senior Vice President
Name:  Graham Hone


Witness:                                   APPLE SUITES, INC.,
                                           a Virginia corporation

  /s/  Janet M. Schneider
-------------------------------
Name:

                                           By /s/  Glade M. Knight        [L.S.]
                                              ----------------------------
  Kristian M. Gathright                       Name:  Glade M. Knight
-------------------------------               Title: President and Chairman
Name:


Witness:                                   APPLE SUITES MANAGEMENT, INC.,
                                           a Virginia corporation

  /s/  Janet M. Schneider
-------------------------------
Name:

                                           By /s/  Glade M. Knight        [L.S.]
                                              ----------------------------
  Kristian M. Gathright                       Name:  Glade M. Knight
-------------------------------               Title: President, CEO and Chairman
Name:




<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, on behalf of said Promus Hotels, Inc.


                                    /s/ Elizabeth R. Cava
                                    --------------------------------------------
                                    Notary Public, State of New York

                                    Printed Name: Elizabeth R. Cava
                                                  ------------------------------

                                    Commission Expires:
                                                       -------------------------


                                                     ELIZABETH R. CAVA
                                              Notary Public, State of New York
                                                        No. 30-4712233
                                                 Qualified in Nassau County
                                            Certificate Filed in New York County
                                            Commission Expires February 28, 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  and  Chairman of Apple  Suites,  Inc., a
Virginia corporation, on behalf of said Apple Suites, Inc.


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

                                    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,  ______________________  of Apple Suites  Management,
Inc., a Virginia corporation, on behalf of said Apple Suites Management, Inc.


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

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

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