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 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020 hereby promises to pay to the order of
Rare Earth Development Company (“Payee”), an Arizona corporation, 1615 East Northern Avenue, Suite 102,
Phoenix, Arizona 85020 or a such other place as the holder hereof may from time to time designate in writing, the
principal sum of TWO HUNDRED EIGHT THOUSAND AND 00/100 DOLLARS ($208,000.00), 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 February 15, 2004, one annual payment of accrued but unpaid interest on the
outstanding principal balance hereunder; and on February 15, 2004 (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.
At any time during the term of this Note Maker may prepay all or part of the unpaid principal amount of the
Note, together with any accrued and unpaid interest thereon and 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 which