EXHIBIT 4.5

                                                                      [Gwinnett]


                                     SECOND
                   DEED TO SECURE DEBT MODIFICATION AGREEMENT


         SECOND 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  December  22,  1999,  from
Mortgagor to Mortgagee,  recorded in the Records of Gwinnett County,  Georgia in
Deed Book ______,  Page ______ , as amended by Deed to Secure Debt  Modification
Agreement dated May 8, 2000 among Mortgagee, Fee Owner and Lessee which has been
or is to be recorded in the Records of Gwinnett County,  Georgia  (collectively,
the "Deed To Secure Debt"). The Deed To Secure Debt 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 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


<PAGE>

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
Twenty-Seven   Million  One  Hundred  Sixty-Five  Thousand  and  00/100  Dollars
($27,165,000).  Accordingly,  the Deed To Secure Debt 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 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.


                                       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.

                                          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:

  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:

  [Illegible]
----------------------------
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  /s/  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/  [Illegible]
----------------------------
Unofficial Witness

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

[Notarial Seal]
[Notarial Stamp]