EXHIBIT 10.23

                          PROPERTY MANAGEMENT AGREEMENT

     THIS   AGREEMENT  is  made  and  entered  into  as  of  the  _____  day  of
________________, 19__ by and between Apple REIT Limited Partnership, a Virginia
limited partnership  (hereinafter referred to as "Owner"), and Apple Residential
Management  Group,  Inc.,  a Virginia  corporation  (hereinafter  referred to as
"Manager").

                              W I T N E S S E T H :

     WHEREAS,  Owner is the  owner of  ___________________________  (hereinafter
referred to as the "Property"); and

     WHEREAS,  Owner and  Manager  desire to enter into this  Agreement  for the
purposes herein contained.

     NOW, THEREFORE, in consideration of the promises herein contained,  and for
other  valuable  consideration,  receipt  of which is hereby  acknowledged,  the
parties hereto agree as follows:

     1. Designation of Manager as Manager for the Property. Owner hereby engages
Manager as sole and exclusive  manager to rent, manage and operate the Property,
upon the conditions and for the term and compensation herein set forth. All or a
portion  of the  services  being  performed  by  Manager  may be  contracted  or
subcontracted to another property management company, provided that such company
agrees to be bound by the terms of this Agreement.

     2. Term of Agreement; Renewal. This Agreement shall be valid for an initial
term of two (2) years.  In the event Owner sells its  interest in the  Property,
this Agreement will terminate upon the date of such sale. Unless either party by
written  notice  sent to the other party at least sixty (60) days before the end
of any two-year term hereof elects not to renew this  Agreement,  this Agreement
shall  renew  automatically  for  successive  terms of two (2) years on the same
terms as contained herein.

     3.  Acceptance of Engagement.  Manager hereby accepts its engagement as the
manager of the  Property and agrees to perform all  services  necessary  for the
care,  protection,  maintenance  and  operation of the  Property,  including the
following:

         a. The  collection  of all rents and other  income  from the  Property,
provided that nothing herein  contained shall  constitute a guarantee by Manager
of the payment of rent by tenants;

         b. The  purchase,  at the expense of Owner,  of all  equipment,  tools,
appliances,  materials,  supplies and uniforms  necessary for the maintenance or
operation of the Property;


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         c. The contracting on behalf of Owner for water,  gas,  electricity and
other services necessary for the operation and maintenance of the Property;

         d. The advertising for the rental of space in the Property, the cost of
which shall be paid or by Owner;

         e. The use of all  reasonable  efforts to keep the  Property  rented by
procuring  tenants for the Property and  negotiating  and executing on behalf of
Owner all leases for space in the Property;

         f.  The   employment,   discharge  and  payment  of  all  employees  or
contractors  necessary  to be employed in the  management  and  operation of the
Property.  Owner  agrees  that all wages  (and  federal  and state  unemployment
insurance and other required charges) of such employees, and all compensation of
such employees and contractors, shall be paid from Owner's funds;

         g. The preparation and filing of all returns and other documents (other
than  promissory  notes,  mortgages,  deeds  of  trust  or  other  documents  or
instruments  which  would  encumber  the  Property)  required  under the Federal
Insurance Contributions Act and the Federal Unemployment Tax Act, or any similar
federal or state legislation.  Manager shall also file returns and reports,  and
pay from  Owner's  funds,  all sums as may from time to time be  required by the
state or locality in which the Property is located;

         h. The maintenance of full books of account with correct entries of all
receipts and expenditures, which books of account shall be the property of Owner
and  shall  at all  times  be  open to the  inspection  of  Owner  or any of its
employees or duly authorized agents;

         i. The furnishing to Owner of all lenders' annual  property  inspection
letters  regarding  repairs  necessary  to avoid  mortgage  loan  defaults.  The
furnishing monthly of a detailed statement of all receipts and disbursements for
that month,  such  statement  to be  furnished on or before the 20th day of each
month  for the  preceding  month.  Such  statement  shall  show  the  status  of
collections  and shall be  supported by cancelled  checks,  vouchers,  duplicate
invoices  and similar  documentation  covering  all items of income and expense,
which shall be kept in Manager's office and shall be available for inspection by
Owner's  representatives  at all times.  Manager  shall  also  furnish a monthly
operating  statement  showing the income and expense for the month,  and year to
date,  and for the same month of the preceding  year. The cost of performing the
accounting  functions  outlined in paragraphs h and i shall be paid for by Owner
pursuant to the terms of this Agreement;

         j. The  furnishing  of annual  reports to Owner which  shall  contain a
composite financial report of the monthly statements provided in accordance with
paragraph  i, plus a statement by Manager as to the  operations  of the Property
during the previous year and


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recommendations,  if any, as to necessary  policy changes or improvements  which
should be implemented in the forthcoming  year, which  recommendations  shall be
accompanied by an estimated budget for such items;

         k. The  furnishing  from  time to time,  at least  semi-annually,  of a
tentative budget of expenses;

         l.  The  furnishing  from  time to  time,  at  least  annually,  of the
following schedules: (1) forecast of rental and occupancy changes; (2) review of
lease  negotiations;  (3) annual analysis of leases; and (4) schedule of capital
improvements and method of financing such improvements;

         m. The  furnishing,  on a  regular  basis,  of all forms  necessary  to
operate  and lease the  Property  and manage the  personnel  including,  but not
limited to, form leases, contracts and management policies; and

         n.  During  the  initial  term  of  this  Agreement,   supervising  the
transition from former ownership of the Property and implementing new management
systems with respect to operation of the Property.

     4. Deposits of Rent and Other Income. All sums received from rents,  tenant
security  deposits or other deposits on space in the Property,  deposits on keys
and other  income from the  Property,  shall be  deposited  from time to time as
collected  by  Manager  to the credit of Owner in such bank or banks as may from
time to time be  designated  by Owner.  Such funds  shall be  disbursed  only in
accordance  with the terms of each  individual  lease and in accordance with any
applicable federal, state or local laws, regulations or ordinances.

     5. Insurance.  Owner shall place all insurance policies with respect to the
Property  and its  operation.  Manager  shall be  included  as an insured in the
policies covering general liability,  public liability and workers' compensation
insurance.  In the  event  Manager  is  authorized  by Owner to place  insurance
policies,  the companies,  the general  agents,  the amounts of coverage and the
risks insured shall be subject to the approval of Owner.

     6.  Indemnification.  Owner hereby  agrees to indemnify  and hold  harmless
Manager  against  and in  respect  of  any  loss,  cost  or  expense  (including
reasonable investigative expenses and attorneys' fees), judgment,  award, amount
paid in settlement,  fine,  penalty and liability of any and every kind incurred
by or asserted against Manager by reason of or in connection with the employment
of Manager  hereunder,  the  performance  by Manager of the  services  described
herein or the occurrence or existence of any event or circumstance which results
or is alleged to have  resulted in death or injury to any person or  destruction
of or  damage  to any  property  and any suit,  action  or  proceeding  (whether
threatened,  initiated  or  completed)  by  reason of the  foregoing;  provided,
however,  that no such  indemnification  of Manager  shall be made,  and Manager
shall indemnify and hold Owner harmless against,  and to the extent of, any loss
that a court of competent jurisdiction shall, by final adjudication,


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determine to have resulted from willful misconduct, gross negligence or fraud by
or on the part of Manager.

     7.  Compensation  of Manager for Managing the Property.  Owner shall pay to
Manager a "Property  Management Fee" for management of the Property  pursuant to
this  Agreement in an amount  equal to five  percent  (5%) of the monthly  gross
revenues from the Property. The Property Management Fee shall be paid to Manager
on or  before  the 10th day of each  month and  shall be based  upon the  income
received by Owner (for such  month)  which has been  obtained  by such date.  If
additional  gross  revenues are received by Owner after the day Manager is paid,
the sum due to Manager on account  of such  additional  income  shall be paid to
Manager when Manager is paid its fees for the next succeeding month.

     8.  Reimbursement of Expenses.  Owner shall reimburse Manager for Manager's
expenses,  including  salaries and related  overhead  expenses,  associated with
bookkeeping,  accounting  and  financial  reporting  services  pertaining to the
Property.

     9. Reserves for Capital Items.  Owner acknowledges that the budget prepared
by Manager, pursuant to paragraph 3(k), will contain a category labeled "Reserve
for  Capital  Items."  Owner  agrees to place  rents and other  income in a bank
account,  or to permit  Manager to transfer  Owner's funds to such  account,  in
sufficient amounts to meet the needs reflected in such budget.  Such funds shall
be placed in the account on a monthly basis as reflected in the budget.

     10.  Cash Flow.  Owner  acknowledges  that the budget  prepared by Manager,
pursuant to paragraph 3(k),  will contain a category  labeled "Cash Flow." Owner
agrees,  in the event that the budgeted cash flow for the Property is "negative"
in any month covered by the budget, to place sufficient funds in a bank account,
or to permit Manager to transfer  Owner's funds to such account,  to make up the
budgeted operating deficit.  These funds must be placed in such account at least
forty-five (45) days before the budgeted deficit is to occur.

     11. Power of Attorney. Owner hereby makes, constitutes and appoints Manager
its true and lawful  attorney-in-fact,  for it and in its name,  place and stead
and for its use and  benefit to sign,  acknowledge  and file all  documents  and
agreements  (other than  promissory  notes,  mortgages,  deeds of trust or other
documents or instruments which would encumber the Property) necessary to perform
or  effect  the  duties  and  obligations  of  Manager  under  the terms of this
Agreement.  The  foregoing  power of  attorney  is a special  power of  attorney
coupled with an interest. It may only be terminated by cancelling this Agreement
as provided herein.

     12. Relationship of Parties. The parties agree and acknowledge that Manager
is and shall operate as an independent contractor in performing its duties under
this Agreement, and shall not be deemed an employee or agent of Owner.


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     13. Entire Agreement.  This Agreement  represents the entire  understanding
between the parties hereto with regard to the transactions  described herein and
may only be amended by a written  instrument  signed by the party  against  whom
enforcement is sought.

     14. Governing Law. This Agreement shall be construed in accordance with and
be governed by the laws of the Commonwealth of Virginia.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                        OWNER:

                                        APPLE REIT LIMITED PARTNERSHIP,
                                                 a Virginia limited partnership

                                        By: Apple General, Inc., general partner

                                        By:_____________________________

                                        Title:__________________________


                                        MANAGER:

                                        APPLE RESIDENTIAL MANAGEMENT GROUP, INC.

                                        By:_____________________________

                                        Title:__________________________