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EXHIBIT 10.4
 PURCHASE CONTRACT
 
 RECITALS
   AGREEMENT
  ARTICLE I
DEFINED TERMS
 Definitions
 Affiliate
 Appurtenances
 Assumed Contracts
 Assumed Obligations
 Bills of Sale
 Brand
 Business Day




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Ceiling Amount
 Closing
 Closing Date
 Contracts, Plans and Specs
 Cutoff Time
 Damages
 Deductible Amount
 Deed
 Deposits
 Due Diligence Examination
 Earnest Money Deposit
 Escrow Agent
 Escrow Agreement
 Escrow Funds
 Exception Documents
 Executive Order
 Existing Franchise Agreement
 Existing Management Agreement
 Existing Manager
 Extension Deposit
 Extension Period




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FF&E Exhibit B
 FF&E Leases
 Financial Statements
 Franchisor
 Hotel
 Hotel Contracts
 Improvements
 Indemnified Party
 Indemnifying Party
 Internal Revenue Code
 Land Exhibit A
 Leases
 Legal Action
 Licenses




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Manager
 New Franchise Agreement
 New Management Agreement
 Pending Claims
 Permitted Exceptions
 Personal Property
 PIP
 Post-Closing Agreement
 Property
 Purchase Price
 Real Property
 Records
 Release Date
 Retained Obligations




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Review Period
 SEC
 Seller Liens
 Seller Parties
 Service Contracts
 Supplies
 Survey
 Tax Clearance Certificate
 Third Party Consents
 Title Commitment
 Title Company
 Title Policy
 Title Review Period
 Tradenames
 Utility Reservations
 Warranties




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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT
 Purchase and Sale
 Purchase Price
 Allocation
 Payment
 Earnest Money Deposit
  Exhibit G
 ARTICLE III
REVIEW PERIOD
 Review Period




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Due Diligence Examination




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Restoration
 Seller Exhibits Exhibits B,
C, D, E F Exhibits B, C, D, E F
 ARTICLE IV
SURVEY AND TITLE APPROVAL
 Survey
 Title
 Survey or Title Objections




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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT
  ARTICLE VI
BROKERS




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ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS
 Sellers Representations, Warranties and Covenants
 Authority; No Conflicts Exhibit D
 FIRPTA
 Bankruptcy
 Property Agreements Exhibit C Exhibit C Exhibit C




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Pending Claims Exhibit F Exhibit F
 Environmental, Etc
 Title and Liens
 Utilities
 Licenses, Permits and Approvals Exhibit D
 Financial Statements




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Employees
 Operations
 Existing Management and Franchise Agreements
 Easements
 Anti-Terrorism Compliance
  Buyers Representations, Warranties and Covenants
 Authority; No Conflicts




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Bankruptcy
 Anti-Terrorism Compliance
 Survival
 AS-IS
   ARTICLE VIII
ADDITIONAL COVENANTS
 Subsequent Developments
 Operations




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Third Party Consents Exhibit D
 Employees
 Estoppel Certificates
 Access to Financial Information
 Bulk Sales
 Indemnification




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Indemnification of Buyer
     Indemnification of Seller
    Indemnification Procedure for Claims of Third Parties




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Limitation of Sellers Liability
 Deductible
 Ceiling




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Time Limitation
 Exclusive Remedy
 Exceptions
 Limitation of Buyers Liability
 Deductible
 Ceiling
 Time Limitation
 Exclusive Remedy
 Exceptions
 Survival
 Escrow Funds




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Liquor Licenses
 Possession; Assignment and Assumption Exhibit C Exhibit F
 Buyers Covenants
 ARTICLE IX
CONDITIONS FOR CLOSING
 Buyers Conditions for Closing




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Sellers Conditions for Closing
    Exhibit D
  Return of Earnest Money Deposit




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ARTICLE X
CLOSING AND CONVEYANCE
 Closing
 Deliveries of Seller
 Deed Exhibit H
 Bills of Sale Exhibit I
 Existing Management and Franchise Agreements
 General Assignments
 FIRPTA; 1099
 Title Company Documents
 Possession; Estoppel Certificates
 Vehicle Titles
        Authority Documents
 Miscellaneous
 Plans, Keys, Records, Etc
 Closing Statements
 Deliveries of Buyer
 Purchase Price
 Authority Documents
 Assumption
 Miscellaneous
 Closing Statements




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ARTICLE XI
COSTS
  Sellers Costs Section 11.1
 Buyers Costs
 ARTICLE XII
ADJUSTMENTS
 Adjustments
 Taxes




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Utilities
 Income/Charges
 Accounts
 Guest Ledger
 Room Rentals
 Advance Deposits
 Accounts Receivable
 Accounts Payable
 Restaurants, Bars, Machines, Other Income
 Reconciliation and Final Payment




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Employees
 ARTICLE XIII
CASUALTY AND CONDEMNATION
 Risk of Loss; Notice
 Buyers Termination Right
 Procedure for Closing
 ARTICLE XIV
DEFAULT REMEDIES
 Buyer Default




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Seller Default
 Attorneys Fees
 ARTICLE XV
NOTICES
  If to Buyer:
    
    Apple Six Hospitality Ownership, Inc.Attention:Fax No.:with a copy to:
    
    McGuireWoods LLPAttention:Fax No.:If to Seller:
    
    Interstate Pittsburgh Hotel Holdings, L.L.C.c/o Interstate Hotels & Resorts, Inc.4501 N. Fairfax Drive, Suite 800Arlington, Virginia 22203Attention: Christopher Bennett, Senior Vice President
and General CounselFax No.: (703) 387-3389




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with a copy to:
    
    Eckert Seamans Cherin & Mellott, LLCAttention:Fax No.:
  ARTICLE XVI
MISCELLANEOUS
 Performance
 Binding Effect; Assignment
 Entire Agreement
 Governing Law
 Captions
 Confidentiality




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Closing Documents
 Counterparts
 Severability
 Interpretation vice versa
 Further Acts




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SELLER:INTERSTATE PITTSBURGH HOTEL HOLDINGS, L.L.C., a
Delaware limited liability companyBy:
    
    /s/ CHRISTOPHER L. BENNETTName:
    
    Christopher L. BennettTitle:
    
    Senior Vice President and General CounselBUYER:APPLE SIX HOSPITALITY OWNERSHIP, INC., a Virginia
corporationBy:
    
    /s/ AUTHORIZED SIGNATORYName:Title:
    
    Vice President




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FIRST AMENDMENT
TO  PURCHASE CONTRACT
 Amendment Seller Buyer
 RECITALS
 Contract
  AGREEMENT
      [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW]




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SELLER:INTERSTATE PITTSBURGH HOTEL
HOLDINGS, L.L.C., a Delaware limited liability
companyBy:
    
    /s/ JAMES A. CROLLE IIIName:
    
    James A. Crolle IIITitle:
    
    Senior Corporate CounselBUYER:APPLE SIX HOSPITALITY OWNERSHIP, INC.By:
    
    /s/ DAVID BUCKLEYName:
    
    David BuckleyTitle:
    
    Vice President
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EXHIBIT C
 LIST OF HOTEL CONTRACTS
 1.
    
    Security Services Agreement dated April 20, 1998, by and between ADT SECURITY
SERVICES, INC. and the SELLER.2.
    
    Waste Removal Agreement dated November 1, 2004, by and between BFI WASTE
SERVICES OF PITTSBURGH and the SELLER.3.
    
    Special Products Rental Agreement dated February 23, 2000, by and between CINTAS
CORPORATION and the SELLER.4.
    
    Elevator Maintenance Agreement dated June 3, 1999, by and between MARSHALL
ELEVATOR COMPANY and the SELLER.5.
    
    Airport Phone Board Agreement dated June 6, 2005, by and between JCDECAUX
AIRPORT and the SELLER.6.
    
    Telephone and Voicemail Maintenance & Service Agreement dated January 20, 2005, by
and between MIS ASSOCIATES, INC. and the SELLER7.
    
    Cable Service Agreement dated September 28, 2004, by and between ON COMMAND
VIDEO CORPORATION and the SELLER.8.
    
    Area Reservations Sales Office Shared Service Agreement dated January 1, 2005, by and
between MARRIOTT INTERNATIONAL, INC. and the SELLER.9.
    
    Two Way Radio Service Agreement dated November 6, 2002, by and between STALEY
COMMUNICATIONS, INC. and the SELLER.10.
    
    Fire Panel Monitoring Service Agreement dated April 22, 2005, by and between
SIMPLEXGRINNELL LP and the SELLER.11.
    
    Xerox Fax Order Agreement dated April 23, 2003, by and between XEROX
CORPORATION and the SELLER.12.
    
    Landscape Maintenance Agreement dated April 15, 2005, by and between
PLANTSCAPE, INC. and the SELLER.13.
    
    Agreement dated March 26, 1997 between Regional Industrial Development Corporation
of Southwestern Pennsylvania and IHC Realty Partnership, L.P. (Recorded March 27,
1997 in the Recorders Office of Allegheny County, Pennsylvania, in Deed Book 9910,
page 196.)
 3