THIS AGREEMENT made and entered into as of the 31 st day of January, 1998, by and between
REALTY ReFUND TRUST, an unincorporated association in the form of a business trust organized under the
laws of the State of Ohio having its principal business address at 1750 Huntington Building, 925 Euclid Avenue,
Cleveland, Ohio 44114 (the “Trust”), and JAMES F. WIRTH, c/o InnSuites Hotels LLC, 1615 East Northern
Avenue, Suite 105, Phoenix, Arizona 85020-3998 (“Employee”).
The Trust has been engaged since 1971 in the business of refinancing existing income-producing
commercial, industrial and multi-unit residential real property by supplementing or replacing existing financing and
is currently redirecting its business to developing and owning lodging properties. The Trust is party to an
Advisory Agreement, dated as of June 15, 1971, as the same has been extended and amended (the “Advisory
Agreement”), with Mid-America ReaFund Advisors, Inc. (The “Adviser”), assignee of ReaFund Advisors, Inc.
Under the terms of the Advisory Agreement, the Adviser has agreed to furnish advice and recommendations in
respect of all aspects of the business and affairs of the Trust and to furnish day-to-day administration for the
The Employee is Chairman, President and Director of the Adviser. He has, effective on the date hereof,
also been elected Chairman and President of the Trust. The Trustees determined that it was desirable to provide
for continuity and to assure the Trust that the services presently being furnished to it by the Adviser would be
furnished by the Employee without any cost or expense to the Trust in excess of that called for under the terms of
the Advisory Agreement in the event of any termination of the Advisory Agreement.
NOW, THEREFORE, in consideration of the foregoing, and their mutual covenants and agreements
herein contained, the parties hereto do hereby agree as follows: