Exhibit
10.6
SALES AND PROJECT
COORDINATION AGREEMENT
This Sales and
Project Coordination Agreement (this “Agreement”) is
made as of the 1st day of March, 2006, by and between Rare Earth
Development Company, an Arizona corporation, and InnSuites
Hospitality Trust, an Ohio real estate investment trust.
WHEREAS, Rare
Earth Development Company is owned by the Wirth family, including
Pam Barnhill, Division Vice President of Rare Earth Development
Company and daughter of James Wirth;
WHEREAS, Rare
Earth Development Company, through its division Rare Earth Realty,
is a licensed Arizona Real Estate Broker and a Multiple Listing
Service (MLS) agent;
WHEREAS, James
Wirth is President of both Rare Earth Development Company and
InnSuites Hospitality Trust; and
WHEREAS,
InnSuites Hospitality Trust is in the process of converting certain
hotel units into condo-hotel units (the
“Project”).
NOW, THEREFORE,
subject to the terms, conditions, covenants and provisions of this
Agreement, Rare Earth Development Company and InnSuites Hospitality
Trust mutually covenant and agree as follows:
I.
SERVICES PROVIDED
Upon the terms
and subject to the conditions of this Agreement, Rare Earth
Development Company will provide the following services to
InnSuites Hospitality Trust with respect to hotel properties owned
or controlled by InnSuites Hospitality Trust and designated by its
Board of Trustees for conversion into condo-hotel units:
A.
Project coordination, including,
without limitation, working with engineers, architects,
consultants, contractors and government officials, and applying for
and obtaining required approvals, licenses and permits for the
Project.
B.
Marketing coordination, including,
without limitation, developing and placing adverti