$750,000.00 Phoenix, Arizona ----------- December 29, 2000
FOR VALUED RECEIVED, and legally bound hereby, RRF LIMITED PARTNERSHIP ("Maker"), a
Delaware partnership, InnSuites Hospitality Trust, General Partner, an Ohio real estate investment trust, having an
office at 1625 East Northern Avenue, Suite 201, Phoenix, Arizona 85020 hereby promises to pay to the order of
Rare Earth Development Company ("Payee"), an Arizona corporation, 1625 East Northern Avenue, Suite 201,
Phoenix, Arizona 85020 or a such other place as the holder hereof may from time to time designate in writing, the
principal sum of SEVEN HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($750,000.00), with
interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent
(7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of
principal and interest as follows:
(A) Commencing on July 15, 2001, one annual payment of accrued but unpaid interest on the outstanding
principal balance hereunder; and on July 15, 2001 (the "Maturity date"), one payment in the amount of the then
unpaid principal balance hereunder and all sums and charges due and unpaid by Maker (collectively, the "Note").
Payments shall be applied first to any charges or sums (other than principal and interest) due and payable by
Maker, second to accrued and unpaid interest on the principal balance hereof, and then to further reduce the
principal balance of this Note.
Maker shall gave the right any time during the term of this Note to repay all or part of the unpaid principal amount
of the Note, together with any accrued and unpaid interest thereon any other sums or charges due hereunder
without any prepayment premium or penalty.
Maker hereby waives for itself and, to the fullest extent not prohibited by applicable law, for any subsequent
lienor, any right Maker may now or hereafter have under the doctrine of marshaling of assets or otherwise whi