EXHIBIT 4.6

                                                                          [Cobb]


                                     THIRD
                   DEED TO SECURE DEBT MODIFICATION AGREEMENT


         THIRD DEED TO SECURE DEBT  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  Deed To  Secure  Debt  dated  November  29,  1999,  from
Mortgagor to Mortgagee,  recorded in the Records of Cobb County, Georgia in Deed
Book  ______,  Page  ______,  as  amended  by Deed To Secure  Debt  Modification
Agreement dated December 22, 1999 among  Mortgagee,  Fee Owner and Lessee and as
amended by Second Deed of Secure Debt  Modification  Agreement dated May 8, 2000
among  Mortgagee,  Fee Owner  and  Lessee,  all of which  have been or are to be
recorded  in the Records of Cobb  County,  Georgia  (collectively,  the "Deed To
Secure Debt").  The Deed To Secure Debt secures a $30,210,000  note of Fee Owner
dated November 29, 1999, 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


<PAGE>

evidence  purchase  money loans  (collectively,  the  "Loans") in the  aggregate
amount of $46,211,250 from Mortgagee to Fee Owner.

         Pursuant  to the  Agreement  of Sale (as  defined in the Deed to Secure
Debt), Fee Owner is to acquire certain additional premises described therein and
in connection  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.
The New Note by this  reference  is made a part hereof and of the Deed To Secure
Debt.

         In  consideration  of such  additional  loan by Mortgagee to Fee Owner,
Mortgagee and Mortgagor  have agreed to modify the Deed To Secure Debt to secure
the New Note and thereby increase the amount secured by the Deed To Secure Debt,
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 Deed To Secure  Debt 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 term "Mortgage Amount" shall mean the sum of
Fifty-Seven  Million  Three  Hundred  Seventy-Five  Thousand and 00/100  Dollars
($57,375,000).  Accordingly,  the Deed To Secure Debt shall secure the amount of
$57,375,000.



                                       2
<PAGE>

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


                                       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.,
Attest:                                  a Delaware corporation


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

Signed, sealed and delivered this
28th day of June,
2000 in the presence of:

  /s/  Graham Hone
------------------------------------
Unofficial Witness

  /s/  Jennifer A. Meyer
------------------------------------
Notary Public
                                            JENNIFER A. MEYER
[Notarial Seal]                     NOTARY PUBLIC, State of New York
[Notarial Stamp]                            No. 31-6032912
                                      Qualified in New York County
                                   Commission Expires November 8, 2001



                                         APPLE SUITES, INC.,
Attest:                                  a Virginia corporation


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

Signed, sealed and delivered this
28th day of June,
2000 in the presence of:

  /s/  Janet M. Schneider
----------------------------------
Unofficial Witness

  /s/  Jacquelyn B. Owens
----------------------------------
Notary Public

[Notarial Seal]
[Notarial Stamp]




<PAGE>


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


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

Signed, sealed and delivered this
28th day of June,
2000 in the presence of:

  /s/  Janet M. Schneider
----------------------------------
Unofficial Witness

  /s/  Jacquelyn B. Owens
----------------------------------
Notary Public

[Notarial Seal]
[Notarial Stamp]