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                                                                    Exhibit 10.9
                                  AMENDMENT TO
                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT
                                       OF
                              RESIDENCE INN III LLC

         This Amendment to Limited Liability Company Operating Agreement of
Residence Inn III LLC (this "Amendment") is hereby entered into effective
September 28, 2001, by and between Residence Inn III LLC, a Delaware limited
liability company (the "Company") and Marriott Residence Inn USA Limited
Partnership, a Delaware limited partnership and the sole equity member of the
Company (the "Equity Member"), as follows:

         WHEREAS, on December 10, 1999, the Equity Member and the Company
entered into the Limited Liability Company Operating Agreement of Residence Inn
III LLC (the "Operating Agreement"); and

         WHEREAS, the Equity Member is a party to the Purchase Agreement dated
as of May 18, 2001 between the Company and Apple Hospitality Two, Inc.
("Apple"), as amended by (i) the Amendment and Joinder to Purchase Agreement
dated as of July 30, 2001, by and among the Company, the Equity Member and Apple
and (ii) the Second Amendment and Joinder to Purchase Agreement dated as of
August 31, 2001, by and among the Company, Apple, the Equity Member, Crestline
Capital Corporation ("Crestline"), CC USAGP LLC, CCMH Desert Springs Corporation
and CCRI USA LLC (collectively, the "Purchase Agreement"), pursuant to which
indirect control of the Company was transferred from Crestline to Apple by means
of the transfer of ownership of its members, including the Equity Member, to AHT
Res III GP, Inc. and AHT Res III LP, Inc., as assignees of Apple under the
Purchase Agreement.

         WHEREAS, the Equity Member and the Company desire to (i) amend the
terms of the Operating Agreement to reflect the transactions contemplated by the
Purchase Agreement, and (ii) recognize AHT Res III GP, Inc. as the new general
partner of the Company.

         NOW, THEREFORE, for the consideration herein stated, the Equity Member
and the Company do hereby amend the Operating Agreement as follows:

              1.   Amendment to Section 1.03. The first sentence of Section 1.03
is amended to read as follows: "The principal place of business and the
principal office of the Company shall be located at 10 South Third Street,
Richmond, Virginia 23219."

              2.   Amendment to Section 13.10. The address for notice to the
Equity Member is amended to read as follows:

                        Marriott Residence Inn USA Limited Partnership
                        c/o Apple Hospitality Two, Inc.
                        10 South Third Street
                        Richmond, Virginia 23219
                        Attn: Glade M. Knight
                        Facsimile No.: (804) 648-2678

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              3.   Amendments to Section 14.

                   (a) All references to "Crestline Capital Corporation" or
"Crestline" in the Operating Agreement shall be deemed to be references to
Apple, including without limitation in the definition of "Independent Manager"
in Section 14, which is amended by changing the word "Crestline" to "Apple
Hospitality Two, Inc." in subsection (i) of such definition.

                   (b) The definition of "Management Agreement" in Section 14 is
hereby amended to mean: "the Amended and Restated Management Agreement, dated
September 28, 2001, by and between Residence Inn by Marriott, Inc., a Delaware
corporation, and Apple Hospitality Management, Inc., a Virginia corporation."

         Except as set forth herein, all of the other terms and provisions of
the Operating Agreement remain unchanged.

         This Amendment may be executed in separate or multiple counterparts by
the Members, and all of such counterparts shall be considered as one and the
same instrument notwithstanding the fact that various counterparts are signed by
one or more of the Members, and all of such signed counterparts of this
Amendment, when taken together, shall be deemed to be one and the same
Amendment.

         IN WITNESS WHEREOF, the Equity Member and the Company have executed
this Amendment as of the date first above written.

                                            EQUITY MEMBER:

                                            MARRIOTT RESIDENCE INN USA
                                               LIMITED PARTNERSHIP

                                            By:  AHT RES III GP, INC.,
                                                 its General Partner

                                            By: /s/ Glade M. Knight
                                               ---------------------------------
                                            Name: Glade M. Knight
                                                 -------------------------------
                                            Title:______________________________

                                            THE COMPANY:

                                            RESIDENCE INN III LLC

                                            By: /s/ Glade M. Knight
                                               ---------------------------------
                                            Name: Glade M. Knight
                                                 -------------------------------
                                            Title:______________________________

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CONSENTED TO BY:

INDEPENDENT MEMBER:

CRESTLINE RES III CORPORATION


By: /s/ Glade M. Knight
   ---------------------------------
Name: Glade M. Knight
     -------------------------------
Title:______________________________