PROMISE TO PAY: RRF Limited Partnership (“Borrower”) promises to pay Rare Earth Financial, L.L.C.
(“Lender”), or order, the principal amount of $700,000, or so much as may be outstanding, together with interest
on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each
advance until repayment of each advance.
PAYMENT: Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid
interest on March 1, 2008. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest
due as of each payment date, beginning on April 1, 2006, with all subsequent interest payments to be due on the
same day of each month thereafter. Payments shall be applied first to any charges or sums (other than principal
and interest) due and payable by Borrower, second to accrued and unpaid interest on the principal balance
hereof, and then to further reduce the principal balance of this promissory note (“note”).
INTEREST RATE: The interest rate of this note shall be fixed at 7.0% per annum.
INTEREST CALCULATION: The annual interest rate for this note is computed on a 360-day year.
COLLATERAL: Borrower acknowledges that this note is secured by 49.0% of the units held by RRF Limited
Partnership in Tucson Saint Mary’s Suite Hospitality L.L.C.
LINE OF CREDIT: This note evidences a revolving line of credit. Advances under this note may be requested
orally by Borrower or as provided in this paragraph. All oral requests shall be confirmed in writing on the day of
the request. All communications are to be directed to the Lender’s office shown above. The following persons
are authorized to request advances on the line of credit on behalf of the Borrower: Chief Financial Officer and
Executive Vice President. Borrower agrees to be liable for all sums advanced in accordance with the instructions
of the authorized persons. Lender will have no obligation to advance funds und