EXHIBIT 4.8

                                                                          [Utah]

                                     SECOND
                      DEED OF TRUST MODIFICATION AGREEMENT

         SECOND 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, INC., a Virginia corporation ("Fee Owner"), APPLE
SUITES MANAGEMENT,  INC., a Virginia  corporation  ("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 LAWYERS  TITLE REALTY
SERVICES,  INC.,  having an address at 7557 Rambler Road,  Suite 1200, L.B. #31,
Dallas, Texas 75231 ("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,  securing  the Note  Amount of
$4,384,500,  dated  December  22,  1999,  from  Grantor to Trustee,  as trustee,
recorded in the Official  Records of Salt Lake County,  Utah on  ____________ as
Entry No.  ____________  in Book  ______ at Page  ______,  as amended by Deed of
Trust  Modification  Agreement dated May 8, 2000 among  Beneficiary,  Fee Owner,
Lessee  and  Trustee  (collectively,  the  "Deed of  Trust").  The Deed of Trust
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 (collectively,  the "Original Notes"), which
Original Notes evidence purchase money

<PAGE>


loans (collectively,  the "Loans") in the amount of $16,001,250 from Beneficiary
to 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
Fee Owner, as buyer, Fee Owner is on the date hereof to acquire certain premises
described therein and in connection therewith, Fee Owner 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 Fee Owner,
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  amended,  modified,   extended,  severed,  assigned,  renewed  or
restated, from time to time and the term "Note Amount" shall mean $27,165,000.

         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.

                                       2

<PAGE>

         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.

                                       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, INC.,
                                           a Virginia corporation

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

                                           APPLE SUITES MANAGEMENT, INC.,
                                           a Virginia corporation

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

                                           LAWYERS TITLE REALTY SERVICES, INC.


                                           By
                                              ----------------------------------
                                              Name:
                                              Title:


<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK


         On the 28th day of June, A.D. 2000 personally appeared before me Mariel
C.  Albrecht who being by me duly sworn did say,  for  herself,  that she is the
Senior Vice  President  of Promus  Hotels,  Inc.,  that she  executed  the above
instrument  on behalf of said  corporation  by authority of a resolution  of its
board of directors and said Senior Vice President duly  acknowledged  to me that
said corporation executed the same.

                                              /s/ Jennifer A. Meyer
                                              ----------------------------------
                                              Notary Public

                                              Residing at:

                                              130 West 79th Street
                                              ----------------------------------
                                              New York, NY  10024
                                              ----------------------------------

My commission expires:

 11/8/01
-------------------------

Notary Seal


                               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

         On the 28th day of June, A.D. 2000 personally  appeared before me Glade
M.  Knight  who being by me duly  sworn  did say,  for  himself,  that he is the
President  and  Chairman  of Apple  Suites,  Inc.,  that he  executed  the above
instrument  on behalf of said  corporation  by authority of a resolution  of its
board of directors  and said Glade M. Knight duly  acknowledged  to me that said
corporation executed the same.

                                              /s/  Glade M. Knight
                                              ----------------------------------
                                              Notary Public

                                              Residing at:

                                              306 E. Main Street
                                              ----------------------------------
                                              Richmond, VA  23219
                                              ----------------------------------

My commission expires:

   6/30/03
------------------------

Notary Seal


<PAGE>


STATE OF VIRGINIA

CITY OF RICHMOND

         On the 28th day of June, A.D. 2000 personally  appeared before me Glade
M.  Knight  who being by me duly  sworn  did say,  for  himself,  that he is the
President,  CEO and Chairman of Apple Suites Management,  Inc., that he executed
the above  instrument on behalf of said corporation by authority of a resolution
of its board of directors and said Glade M. Knight duly  acknowledged to me that
said corporation executed the same.

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

                                              Residing at:

                                              306 E. Main Street
                                              ----------------------------------
                                              Richmond, VA  23219

My commission expires:

  6/30/03
-------------------------

Notary Seal


<PAGE>


STATE OF _______________

COUNTY OF _______________


         On the ______ day of  ________________,  A.D. 2000 personally  appeared
before  me  _________________________  who being by me duly  sworn did say,  for
himself, that he is the _______________ of Lawyers Title Realty Services,  Inc.,
that he executed the above instrument on behalf of said corporation by authority
of a  resolution  of its board of directors  and said  _________________________
duly acknowledged to me that said corporation executed the same.

                                              ----------------------------------
                                              Notary Public

                                              Residing at:


                                              ----------------------------------

                                              ----------------------------------

My commission expires:


---------------------

Notary Seal