APPLE SUITES INC
EXHIBIT 10.117
<DOCUMENT>
<TYPE>EX-10.117
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 10.117
<TEXT>


                                                                  EXHIBIT 10.117











                  1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

                                     Between

                               APPLE SUITES, INC.

                                       and

                                  LISA B. KERN










                                                        Dated as of June 1, 2000



<PAGE>



                               APPLE SUITES, INC.

                  1999 Non-Employee Directors Stock Option Plan

                       Nonstatutory Stock Option Agreement


         THIS AGREEMENT,  dated as of the 1st day of June,  2000,  between APPLE
SUITES,  INC.,  a  Virginia  corporation  (the  "Company"),  and  LISA  B.  KERN
("Participant"), is made pursuant and subject to the provisions of the Company's
1999  Non-Employee  Directors  Stock Option Plan,  effective  July 13, 1999 (the
"Plan"),  and all terms used  herein that are defined in the Plan shall have the
same meanings given them in the Plan.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         1.       Grants of Options. Pursuant to the provisions of the Plan, the
Company has granted to  Participant on the dates of grant set forth on Exhibit A
(each,  a "Date of Grant"),  subject to the terms and conditions of the Plan and
subject  further to the terms and  conditions  herein  set forth,  the right and
option  to  purchase  from  the  Company  (the  "Option")  all or any part of an
aggregate  number of shares of Company Common Stock set forth on such Exhibit A,
at the  purchase  price  per share  indicated  on such  Exhibit  A (the  "Option
Price"),  being  not less than  100% of the Fair  Market  Value per share of the
Common  Stock on the Date of  Grant,  each  such  Option  to be  exercisable  as
hereinafter   provided.   The  Options  evidenced  hereby  are  intended  to  be
nonstatutory  stock  options  that do not receive  special tax  treatment  under
Section 422 of the Internal Revenue Code.

         2.       Terms and Conditions. The Options evidenced hereby are subject
to the following terms and conditions:



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<PAGE>

                  (a)      Expiration  Date.  Each Option shall expire ten years
         from the Date of Grant.

                  (b)      Nontransferability.     Each    Option    shall    be
         nontransferable   except  by  will  or  by  the  laws  of  descent  and
         distribution  and,  during  the  lifetime  of the  Participant,  may be
         exercised only by the Participant.

                  (c)      Exercise  of  Option.  Subject to the  provisions  of
         Section 3 below,  an Option shall be fully  exercisable six months from
         the Date of Grant and may be exercised while  Participant is a director
         of the Company or within  thirty-six  months after the date Participant
         ceases to be a  director  of the  Company,  provided  he ceased to be a
         director more than six months after the Date of Grant.

                  (d)      Method of  Exercising  and  Payment  for  Shares.  An
         Option  may  only be  exercised  by  written  notice  delivered  to the
         President  of  the  Company  at the  Company's  principal  office.  The
         exercise  date will be the date of delivery of the notice.  Such notice
         shall be  accompanied  by payment  of the Option  Price in full by cash
         (which  shall  include  payment  by check,  bank  draft or money  order
         payable  to the  order of the  Company).  Instead  of  paying  cash,  a
         Participant  may substitute for all or any portion of the cash payment,
         shares of the  Company's  Common  Stock owned by him duly  endorsed for
         transfer  and having a Fair  Market  Value on the date of  exercise  at
         least equal to the payment or portion thereof.

         3.       Exercise Following Death.

                  (a)      Generally.  In the event Participant dies while he is
         a director of the Company,  or within  thirty-six  months following the
         date he ceases to be a  director,  provided  he ceased to be a director
         more than six months  after the Date of Grant,  and before the exercise
         in full or expiration of an Option, Participant's estate, or the person
         or persons



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<PAGE>

         to whom the rights  under an Option  shall  have  passed by will or the
         laws of descent and  distribution,  may exercise the Option at any time
         within  one year next  following  Participant's  death  for the  entire
         number of shares remaining subject to the Option.

                  (b)      Exception.  Notwithstanding subsection 3(a) above, in
         no event may an Option be exercised  after the  expiration  date of the
         Option.

         4.       Governing Law. This Agreement shall be governed by the laws of
the Commonwealth of Virginia.

         5.       Conflicts. In the event of any conflict between the provisions
of the  Plan as in  effect  on the  Date of  Grant  and the  provisions  of this
Agreement, the provisions of the Plan shall govern.

         6.       Binding Effect. Subject to the limitations stated above and in
the Plan,  this Agreement  shall be binding upon and inure to the benefit of the
legatees,  distributees  and personal  representatives  of  Participant  and the
successors and assigns of the Company.

         7.       Change in  Capital  Structure.  In the event of changes in the
capital  structure  of the  Company,  appropriate  adjustments  in the number of
shares for which an Option shall be exercisable or the exercise  price, or both,
shall be made, as provided in Section 12 of the Plan.

         8.       Tax  Obligations  Upon Exercise.  The  difference  between the
"Fair Market Value" of Company Stock purchased when you exercise your Option and
the Option Price is  compensation  taxable to you as ordinary income and subject
to applicable federal and state income taxes.

         9.       Notice   Provisions.   Any  notice  or  election  required  or
permitted  under this Option shall be  delivered in writing to the  President at
the  Company's  principal  offices at 306 East Main Street,  Richmond,  Virginia
23219.



                                       4
<PAGE>

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed
as of the date first above written.

                                           APPLE SUITES, INC.


                                           By:    /s/  Glade M. Knight
                                              -------------------------------


                                                      Lisa B. Kern
                                              -------------------------------
                                                 Lisa B. Kern, Participant





                                       5
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
        Date of Grant                     Number of Shares Subject to Option                    Option Price
        -------------                     ----------------------------------                    ------------
<S>                                                      <C>                                       <C>
           06-01-00                                      906                                       $10.00
</TABLE>


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</DOCUMENT>
