10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2002

Commission File Number 1-7062

INNSUITES HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Ohio	34-6647590
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

InnSuites Hotels Centre

1615 E. Northern Ave., Suite 102

Phoenix, AZ 85020

(Address of principal executive offices)

Registrant’s telephone number, including area code: (602) 944-1500

Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Number of outstanding Shares of Beneficial Interest, without par value, as of August 31, 2002: 2,001,091.

PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	JULY 31, 2002			JANUARY 31, 2002
	(UNAUDITED)			(AUDITED)
ASSETS
Hotel Properties, net	$	54,882,696		55,626,720
Hotel Properties Held for Sale	6,317,286			6,229,233
Cash and Cash Equivalents	1,216,162			426,264
Accounts Receivable, net of Allowance for Doubtful Accounts of $0 and $19,285, respectively	834,844			965,875
Prepaid Expenses and Other Assets	973,699			898,085
TOTAL ASSETS	$	64,224,687		64,146,177
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Mortgage Notes Payable	$	35,531,913		35,202,069
Notes Payable to Banks	3,233,750			3,325,000
Notes and Advances Payable to Related Parties	10,029,257			8,666,360
Other Notes Payable	196,310			71,037
Accounts Payable and Accrued Expenses	3,252,356			3,626,103
TOTAL LIABILITIES	52,258,587			50,890,569
MINORITY INTEREST IN PARTNERSHIP	10,887,328			11,728,792
SHAREHOLDERS’ EQUITY
Shares of Beneficial Interest, without par value; unlimited authorization; 2,004,091 and 2,136,334 shares issued and outstanding at July 31 and January 31, 2002, respectively	2,902,134			3,101,878
Treasury Stock, 832,636 and 700,393 shares, respectively	(1,823,362		)	(1,575,062	)
TOTAL SHAREHOLDERS’ EQUITY	1,078,772			1,526,816
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	64,224,687		64,146,177

See accompanying notes to unaudited

consolidated financial statements

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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE SIX MONTHS ENDED JULY 31,
	2002			2001
REVENUE
Room	$	13,507,830		14,079,984
Food and Beverage	824,199			907,784
Telecommunications	110,304			144,697
Interest and Other	476,815			576,701
TOTAL REVENUE	14,919,148			15,709,166
OPERATING EXPENSES
Room	3,437,585			3,660,040
Food and Beverage	779,839			775,913
Telecommunications	159,886			226,658
General and Administrative	2,850,743			2,969,077
Sales and Marketing	1,158,515			1,137,564
Repairs and Maintenance	944,226			941,296
Hospitality	635,296			773,968
Utilities	981,477			973,467
Other	237,524			260,248
Expenses Incurred in Acquiring Lessee	—			1,608,482
TOTAL OPERATING EXPENSES	11,185,091			13,326,713
INCOME BEFORE FIXED CHARGES	3,734,057			2,382,453
FIXED CHARGES
Hotel Property Depreciation	1,508,765			1,593,230
Real Estate and Personal Property Taxes, Insurance and Ground Rent	921,507			849,650
Interest on Mortgage Notes Payable	1,432,558			1,365,839
Interest on Notes Payable to Banks	92,607			275,854
Interest on Notes Payable and Advances to Related Parties	298,605			231,964
Interest on Other Notes Payable	2,433			25,834
TOTAL FIXED CHARGES	4,256,475			4,342,371
LOSS BEFORE EXTRAORDINARY ITEM AND MINORITY INTEREST	(522,418		)	(1,959,918	)
EXTRAORDINARY ITEM
Loss on Early Extinguishment of Debt	—			(576,842	)
LOSS BEFORE MINORITY INTEREST	(522,418		)	(2,536,760	)
LESS MINORITY INTEREST	(410,745		)	(639,196	)
NET LOSS ATTRIBUTABLE TO SHARES OF BENEFICIAL INTEREST	$	(111,673	)	(1,897,564	)
LOSS PER SHARE — BASIC AND DILUTED
Income (Loss) before Extraordinary Item	$	(0.05	)	(0.76	)
Extraordinary Item	—			(0.13	)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(0.05	)	(0.89	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING — Basic and Diluted	2,145,552			2,139,487

See accompanying notes to unaudited

consolidated financial statements

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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE THREE MONTHS ENDED JULY 31,
	2002			2001
REVENUE
Room	$	5,985,695		6,013,828
Food and Beverage	330,263			417,223
Telecommunications	44,544			56,447
Interest and Other	301,604			354,072
TOTAL REVENUE	6,662,106			6,841,570
OPERATING EXPENSES
Room	1,733,692			1,750,198
Food and Beverage	373,035			341,062
Telecommunications	85,399			114,308
General and Administrative	1,497,734			1,439,496
Sales and Marketing	507,543			577,251
Repairs and Maintenance	472,351			463,869
Hospitality	320,263			369,954
Utilities	504,621			506,878
Other	123,987			134,228
TOTAL OPERATING EXPENSES	5,618,625			5,697,244
INCOME BEFORE FIXED CHARGES	1,043,481			1,144,326
FIXED CHARGES
Hotel Property Depreciation	763,528			837,237
Real Estate and Personal Property Taxes, Insurance and Ground Rent	460,581			421,995
Interest on Mortgage Notes Payable	714,199			713,603
Interest on Notes Payable to Banks	47,994			42,284
Interest on Notes Payable and Advances to Related Parties	152,932			119,867
Interest on Other Notes Payable	1,262			19,603
TOTAL FIXED CHARGES	2,140,496			2,154,589
LOSS BEFORE MINORITY INTEREST	(1,097,015		)	(1,010,263	)
LESS MINORITY INTEREST	(366,016		)	(319,905	)
NET LOSS ATTRIBUTABLE TO SHARES OF BENEFICIAL INTEREST	$	(730,999	)	(690,358	)
NET LOSS PER SHARE — BASIC AND DILUTED	$	(0.34	)	(0.32	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING — Basic and Diluted	2,155,569			2,147,896

See accompanying notes to unaudited

consolidated financial statements

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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE SIX MONTHS ENDED JULY 31,
	2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss Attributable to Shares of Beneficial Interest	$	(111,673	)	(1,897,564	)
Adjustments to Reconcile Net Loss Attributable to Shares Of Beneficial Interest to Net Cash Provided by Operating Activities:
Stock Option Compensation Expense	—			26,258
Expenses Incurred in Acquiring the Lessee	—			1,608,482
Minority Interest	(410,745		)	(639,196	)
Depreciation and Amortization	1,536,622			1,625,108
Loss on Disposal of Hotel Property	43,107			—
Changes in Assets and Liabilities, net of Effect of Acquisition of Subsidiary In 2001
Decrease in Accounts Receivable	131,031			168,398
Increase in Prepaid Expenses and Other Assets	(108,034		)	(626,933	)
(Increase) Decrease in Accounts Payable and Accrued Expenses	517,741			(12,585	)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	1,598,049		251,968
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Lessee	—			(11,531	)
Cash Acquired from Lessee	—			85,294
Improvements and Additions to Hotel Properties	(891,338		)	(1,209,127	)
NET CASH USED IN INVESTING ACTIVITIES	$	(891,338	)	(1,135,364	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of Mortgage Notes Payable	$	(652,746	)	(491,435	)
Refinancing of Mortgage Notes Payable	982,590			5,658,276
Borrowings on Mortgage Notes Payable	—			5,100,000
Payments on Notes Payable to Banks	(91,250		)	(11,300,000	)
Repurchase of Partnership Units	(2,788		)	(25,838	)
Repurchase of Treasury Stock	(20,161		)	(24,191	)
Other Distributions to Minority Interest Holders	—			(68,480	)
Payments on Notes and Advances Payable to Related Parties	(244,231		)	(1,495,347	)
Borrowings on Notes and Advances Payable to Related Parties	143,500			1,331,000
Borrowings on Other Notes Payable	—			25,839
Payments on Other Notes Payable	(31,727		)	(40,773	)
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	83,187		1,624,292
NET INCREASE IN CASH AND CASH EQUIVALENTS	$	789,898		740,896
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	$	426,264		415,390
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	1,216,162		1,156,286

See Supplemental Disclosures at Note 8

See accompanying notes to unaudited

consolidated financial statements

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INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE SIX MONTHS ENDED JULY 31, 2002 AND 2001

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

InnSuites Hospitality Trust (the “Trust”) has elected to be taxed as a real estate investment trust (“REIT”) that owns, directly or indirectly, eleven hotels with an aggregate of 1,680 suites in Arizona, southern California and New Mexico.  The hotels operate as InnSuites Hotels.

On January 31, 1998, the Trust contributed $2,081,000 to RRF Limited Partnership (the “Partnership”), a Delaware limited partnership, in exchange for a 13.6% general partnership interest therein. The Trust is the sole general partner of the Partnership. The Partnership issued limited partnership interests representing 86.4% of the Partnership capital to acquire six hotel properties from various entities. In addition, in order to acquire a seventh hotel property, through a wholly-owned subsidiary, RRF Sub Corp., the Trust issued 647,231 Shares of Beneficial Interest in exchange for all of the outstanding shares of Buenaventura Properties, Inc. which owned a hotel located in Scottsdale, Arizona (“InnSuites Hotels Scottsdale”). These seven hotels are collectively referred to as the “Initial Hotels.” The Initial Hotels, together with subsequent hotel acquisitions, are referred to herein as the “Hotels.” The Hotels are leased to InnSuites Hotels, Inc. (the “Lessee”), pursuant to leases which contain provisions for rent based on the revenues of the Hotels (the “Percentage Leases”). Each Percentage Lease obligates the Lessee to pay rent equal to the greater of the minimum rent (“Base Rent”) or a percentage rent based on the gross revenue of each Hotel. The Lessee also holds the franchise agreement for each Hotel. As of February 1, 2001, the Trust acquired 100% of the ownership interests of the Lessee, which was owned 23% by Marc E. Berg, Executive Vice President, Secretary, Treasurer and Trustee of the Trust, 9.8% by InnSuites Innternational Hotels, Inc., an entity owned by James F. Wirth, Chairman, President and Chief Executive Officer of the Trust (“Wirth”) and his spouse, and 67.2% by unrelated third parties.

The Trust’s general partnership interest in the Partnership was 50.68% and 48.48% on July 31, 2002 and 2001, respectively, and the weighted average for the six months ended July 31, 2002 and 2001 was 48.88% and 48.37%, respectively.

PARTNERSHIP AGREEMENT

The Partnership Agreement of the Partnership provides for the issuance of two classes of limited partnership units, Class A and Class B. Such classes are identical in all respects, except that each Class A limited partnership unit in the Partnership shall be convertible into a like number of Shares of Beneficial Interest of the Trust at any time at the option of the particular limited partner if the Trust determines that such conversion would not cause the Trust to fail to qualify as a REIT. As of July 31, 2002, a total of 1,515,594 Class A limited partnership units were issued and outstanding. Additionally, a total of 5,000,974 Class B limited partnership units were outstanding to Wirth and his affiliates, in lieu of the issuance of Class A limited partnership units. If all of the Class A and B limited partnership units were to be converted, the limited partners in the Partnership would receive 6,516,568 Shares of Beneficial Interest of the Trust. The Class B limited partnership units may only become convertible with the approval of the Board of Trustees, in its sole discretion.

BASIS OF PRESENTATION

As sole general partner of the Partnership, the Trust exercises unilateral control over the Partnership and, as of February 1, 2001, owned all of the outstanding classes of shares of the Lessee. Therefore, the financial statements of the Partnership and the Lessee as of February 1, 2001 are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim

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financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended July 31, 2002 are not necessarily indicative of the results that may be expected for the year ended January 31, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Trust’s Annual Report on Form 10-K as of and for the year ended January 31, 2002.

2. USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The accounting policies that we believe most critical and involve the most subjective judgments include our estimates and assumptions of future revenue and expenditures used to project cash flows. Future cash flows are used in the valuation calculation of our hotel properties to determine the recoverability (or impairment) of the carrying amounts if management is required to test the asset for recoverability of carrying value of those assets. Our evaluation of future cash flows is based on our historical experience and other factors, including certain economic conditions.

3. REVENUE RECOGNITION

Room, food and beverage, and telecommunications revenue are recognized as earned as services are provided and items are sold. Ongoing credit evaluations are performed and an allowance for doubtful accounts is provided, if needed, against the portion of accounts receivable which is estimated to be uncollectible.

4. EARNINGS PER SHARE

Basic and diluted earnings per share have been computed based on the weighted-average number of shares outstanding during the periods and potentially dilutive securities.

For the six months ended July 31, 2002 and 2001, there were Class A and Class B limited partnership units outstanding, which are convertible to Shares of Beneficial Interest of the Trust. Assuming conversion, the aggregate weighted-average of these Shares of Beneficial Interest would be 6,754,176 and 6,820,543 for the first six months of fiscal 2003 and 2002, respectively.

For the six months ended July 31, 2002 and 2001, 262,800 and 307,400 stock options, respectively, are not included in the computation of diluted earnings per share since the options are anti-dilutive.

5. ACQUISITION

In December 2000, the Lessee and the Trust established independent review groups to consider altering the current structure of the management and operations of the Hotels pursuant to the provisions of the REIT Modernization Act (the “RMA”). The RMA, among other things, permitted the Trust to own the stock of a taxable REIT subsidiary (“TRS”) that may engage in businesses previously prohibited by the Trust, including leasing hotels, provided that such hotels are managed and operated by independent third parties. As such, effective February 1, 2001, the Trust acquired all of the common and preferred stock of the Lessee for $11,531 in cash consideration. The Lessee was owned 23% by Marc E. Berg, Executive Vice President,

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Secretary, Treasurer and Trustee of the Trust, 9.8% by InnSuites Innternational, an affiliate of Wirth, and 67.2% by unrelated parties.

Following the acquisition, the Lessee elected to be treated as a TRS under the RMA. As a result, the management contracts relating to the Hotels between the Lessee and InnSuites Innternational were terminated effective January 31, 2001 and new management contracts were entered into on substantially similar terms with Suite Hospitality Management, Inc. (the “New Management Company”), which qualifies as an independent third party manager and operator of the Hotels under the RMA. In connection with the acquisition, the rate structures of the Percentage Leases for the Hotels were also amended to reflect current economic and market conditions and employees of the Lessee became employees of the New Management Company. The benefits to the Trust are a more direct relationship between the Hotels and the Trust, the inclusion of Lessee revenues in excess of required rent payments in the Trust’s consolidated financial reports, the elimination of potential conflicts of interest and the reduction of certain administrative costs relative to the operation of the Hotels and the administration of the Percentage Leases.

In connection with the acquisition of the Lessee, the Trust paid $11,531 for all of the outstanding classes of stock of the Lessee.  The $1.6 million difference between the cash paid to the owners of the Lessee and the estimated value of the net liabilities assumed was recorded as “Expenses Incurred in Acquiring Lessee” (a non-recurring expense) in the Trust’s unaudited consolidated Statements of Operations in the first quarter of fiscal 2002.  Since the Lessee did not have significant operations other than the management of the Hotels and its assets, the transaction did not quality as the acquisition of a “business” for purpose of applying APB Opinion No. 16 — Business Combinations.  Consequently, the difference between the cash paid to the owners of the Lessee and the fair value of the net tangible liabilities acquired was recorded as an operating expense rather than goodwill.

The former management team of the Lessee are now employees of the New Management Company and continues to oversee and manage all activities of the Hotels.

6. NOTES PAYABLE TO BANKS

On April 16, 1998, the Trust obtained a $12 million Credit Facility from Pacific Century Bank (the “Credit Facility”) to assist in its funding of the acquisition and development of additional hotels and for certain other business purposes. Borrowings under the Credit Facility were secured by first mortgages on three of the Hotels. By its terms, the Credit Facility expired on April 16, 2001.

In order to replace the liquidity provided by the Credit Facility, the Trust actively sought individual loans on the Tucson Oracle, Flagstaff and Scottsdale properties that secured the Credit Facility. On April 18, 2001, the Trust refinanced its Ontario property and used $4.2 million of the net proceeds to reduce the outstanding balance of the Credit Facility from $11.3 million to $7.1 million. On April 27, 2001, the Trust closed the financing of its Tucson Oracle property and used $4.8 million of the net proceeds to reduce the outstanding balance of the Credit Facility to approximately $2.3 million. On July 11, 2001, the Trust obtained a three-month term loan in the amount of $1,825,000 secured by its Scottsdale property and a $1,500,000 line of credit secured by the Flagstaff property and used $2.3 million of the net proceeds to settle the remaining balance of the Credit Facility.  The term loan matured on October 1, 2001 and was extended through November 1, 2002.  The line of credit expires on June 1, 2003.  Both loans bear interest at the prime rate plus 1.0% (5.75% at July 31, 2002) and require the Trust to maintain a debt coverage ratio of 1.35 to 1.0 and that the Lessee maintain a gross operating profit of 80% of the annual projections provided to the lender.  As of July 31, 2002, the Trust had drawn $1,500,000 on the new line of credit and there was $1,733,750 outstanding on the term loan.  Subsequently, on August 1, 2002 the Trust made a payment to reduce the line of credit by $500,000.

7. RELATED PARTY TRANSACTIONS

The Partnership is responsible for all expenses incurred by the Trust in accordance with the Partnership Agreement.

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The Initial Hotels were acquired by the Partnership from entities in which Wirth and his affiliates had substantial ownership interests. Wirth and his affiliates received 4,017,361 Class B limited partnership units and 647,231 Shares of Beneficial Interest in the Trust in exchange for their interests in the Initial Hotels. As of July 31, 2002 and 2001, Wirth and his affiliates held 5,000,974 and 5,226,364, respectively, Class B limited partnership units. As of July 31, 2002 and 2001, Wirth and his affiliates held 450,000 and 633,513, respectively, Shares of Beneficial Interest in the Trust.

The Trust paid interest on related party notes to Wirth and his affiliates in the amounts of $28,373 and $222,047 for the six months ended July 31, 2002 and 2001, respectively.

The expenses of the Trust consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees and depreciation of the Hotels. Under the terms of its Partnership Agreement, the Partnership is required to reimburse the Trust for all such expenses.

Notes and advances payable to related parties consist of funds provided by Wirth and other related parties to repurchase Partnership units and to fund working capital and capital improvement needs. The aggregate amounts outstanding were approximately $10.0 million and $8.7 million as of July 31, 2002 and January 31, 2002, respectively. The notes and advances payable to related parties consist of the following:

Notes Payable

On July 27, 2000, the Trust purchased 311,326 of the Partnership’s Class A limited partnership units from Steve Robson, Trustee of the Trust, for $750,000. The Trust made an initial payment of $5,000 and issued a promissory note in the amount of $745,000. The promissory note is secured by the purchased Partnership units. The secured promissory note bears interest at 7% per year, effective July 27, 2000. The unpaid principal balance and accrued interest is amortized over 36 months with the final payment due August 27, 2003. Beginning May 15, 2002, the Trust and Mr. Robson agreed to defer payments until May 27, 2003, when payments will resume as scheduled.  The principal balance as of July 31, 2002 was $533,674.

Advances and Notes Payable to Wirth and Affiliates

Wirth made an unsecured loan to the Trust in the amount of $2 million, bearing interest at 7% per year, effective March 15, 1999. Interest only payments were due annually beginning March 15, 2000. The unpaid principal balance and accrued interest was to be paid on March 15, 2004, however, the note was amended on June 1, 2002. Under the new amendment, $500,000 is due on March 15, 2004 and the remaining principal balance of $1.5 million plus accrued interest is due on March 15, 2005. The Trust used the proceeds to purchase general partner units in the Partnership. The principal balance as of July 31, 2002 was $2,000,000.

On July 27, 2000, the Partnership repurchased 300,000 of the Trust’s shares from Wirth and/or affiliates, owned directly or indirectly by Wirth, issuing 10 secured promissory notes in the aggregate amount of $720,000 and $3,000 cash. The promissory notes are secured by the repurchased shares. The secured promissory notes in the aggregate amount of $720,000 bear interest at 7% per year, effective July 27, 2000. As of July 31, 2002 five of these notes remain outstanding.  The unpaid principal balances and accrued interest were to be due at various dates ranging from May 27, 2002 to July 27, 2003. However, the Trust and Wirth agreed to defer payments on the notes until May 27, 2003, when payments are to resume as scheduled. The principal balance as of July 31, 2002 was $282,454.

On May 1, 2002, Wirth received an unsecured promissory note from the Trust for interest due and payable totaling $158,667.  The unsecured promissory note bears interest at 7% per year and matures on March 15, 2004.  The unpaid principal balance as of July 31, 2002 was $158,667.

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On July 15, 2002, Wirth received an unsecured promissory note that consolidated ten outstanding unsecured loans to the Trust totaling $1,947,000.  The loans were used to fund operations, acquire the Albuquerque, New Mexico property, pay down an outstanding loan to the Partnership and pay dividends declared October 12, 1999.  The unsecured promissory note bears interest at 7% per year.  The unpaid principal balance and accrued interest is amortized over 36 months and matures on July 15, 2006.  The principal balance as of July 31, 2002 was $1,947,000.

On July 15, 2002, Rare Earth Development Company, owned directly or indirectly by Wirth, received an unsecured promissory note from the Partnership which consolidated fifteen outstanding loans totaling $3,802,500. The Trust used the proceeds to fund operations. The unsecured promissory note bears interest at 7% per year and is amortized over 48 months and matures on July 15, 2007.  The principal balance as of July 31, 2002 was $3,802,500.

On July 15, 2002, Wirth received an unsecured promissory note from the Trust for interest due and payable totaling $200,153.  The unsecured promissory note bears interest at 7% per year and matures on July 15, 2006.  The unpaid principal balance as of July 31, 2002 was $200,153.

On July 15, 2002, Rare Earth Development Company, owned directly or indirectly by Wirth, received an unsecured promissory note from the Partnership for interest due and payable totaling $311,809.  The unsecured promissory note bears interest at 7% per year and matures on July 15, 2007.  The unpaid principal balance as of July 31, 2002 was $311,809.

On July 25, 2002, the Trust purchased 225,390 Class B Partnership Units in the Partnership from Hulsey Hotels Corporation, an affiliate of Wirth, for $439,511, issuing a secured promissory note for $438,000 and $1,511 cash.  The promissory note is secured by the purchased units.  The secured promissory note bears interest at 7% per year and matures on July 25, 2006, with interest only payments beginning on August 1, 2002 and monthly principal and interest payments beginning on April 1, 2003.  The principal balance as of July 31, 2002 was $438,000.

On July 26, 2002, the Trust repurchased 118,513 Shares of Beneficial Interest in the Trust from Wirth for $231,100, issuing a secured promissory note for $230,000 and $1,100 cash.  The promissory note is secured by the repurchased shares.  The secured promissory note bears interest at 7% per year and is amortized over 48 months, with the interest only payments beginning on August 1, 2002 and monthly principal and interest payments to begin on April 1, 2003.  The principal balance as of July 31, 2002 was $230,000.

On July 26, 2002, the Lessee purchased 65,000 Shares of Beneficial Interest in the Trust from Wirth for $126,750, issuing an unsecured promissory note for $125,000 and $1,750 cash.  The unsecured promissory note bears interest at 7% per year and is amortized over 48 months, with interest only payments beginning on August 1, 2002 and monthly principal and interest payments beginning on April 1, 2003.  The principal balance as of July 31, 2002 was $125,000.

8. STATEMENTS OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES

The Trust paid $1,548,914 and $1,918,725 in cash for interest for the six months ended July 31, 2002 and 2001, respectively.

The Trust issued promissory notes in the amount of $355,000 to acquire 183,513 Shares of Beneficial Interest from Wirth and affiliates.

The Trust issued a promissory note in the amount of $79,000 to acquire 31,711 Class A Partnership units from a third party.

The Trust issued a promissory note in the amount of $78,000 to acquire 40,500 Shares of Beneficial Interest from a third party.

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The Trust issued a promissory note in the amount of $438,000 to acquire 225,390 Class B Partnership units from Hulsey Hotels Corporation, an affiliate of Wirth.

The Trust issued 36,000 Shares of Beneficial Interest to the Trustees to satisfy fees owed for their services which totaled $80,858.

9. EXTRAORDINARY ITEM

The Trust refinanced its Ontario, California property paying $576,842 in prepayment penalties on April 18, 2001. The Trust classified the prepayment penalty as an extraordinary loss. There were no such charges in the current period.

10. ASSETS HELD FOR SALE

In August 2001, the Trust listed its Scottsdale and Flagstaff properties for sale. Since the market value of these properties exceeds the carrying value, the Trust does not expect to incur losses if these properties are sold. The Trust may or may not be successful in selling these properties during the listing period.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS.

GENERAL

The following discussion should be read in conjunction with the InnSuites Hospitality Trust unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

The Trust has elected to be taxed as a real estate investment trust (“REIT”), which owns the sole general partner’s interest in the Partnership. In order for the Trust to qualify as a REIT under prior provisions of the Internal Revenue Code of 1986, as amended (the “Code”), neither the Trust nor the Partnership could operate the Hotels. Therefore, each of the Hotels was leased to and operated by the Lessee pursuant to a Percentage Lease. Each Percentage Lease obligates the Lessee to pay rent equal to the greater of a minimum rent or a percentage rent based on the gross revenues of each Hotel. The Lessee also holds the franchise agreement for each Hotel. Prior to February 1, 2001, the Lessee was owned 23% by Marc E. Berg, Executive Vice President, Secretary, Treasurer and Trustee of the Trust, and 9.8% by InnSuites Innternational Hotels, Inc., an entity owned by Wirth and his spouse. Effective February 1, 2001, however, the Lessee became a wholly-owned subsidiary of the Trust. See Note 5 - Acquisition.

The Trust’s principal source of cash flows is distributions from the Partnership, which are dependent upon lease payments from the Lessee pursuant to the Percentage Leases. The Lessee’s ability to make payments to the Partnership pursuant to the Percentage Leases is dependent primarily upon the operations of the Hotels. As a result of the Trust’s acquisition of the Lessee as of February 1, 2001, any profits earned by the Lessee in its operation of the Hotels may be distributed to the Trust.

FINANCIAL RESULTS

The expenses of the Trust consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees and depreciation of the Hotels. Under the terms of its Partnership Agreement, the Partnership is required to reimburse the Trust for all such expenses. The Percentage Leases provide for the payment of base rent and percentage rent. For the six months ended July 31, 2002, base rent and percentage rent in the aggregate amount of $3.7 million was earned and paid by the Lessee to the Trust. However, rent revenue is eliminated in consolidation of the Trust. The principal determinant of percentage rent is the Lessee’s room revenues at the Hotels, as defined by the Percentage Leases.

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Therefore, management believes that a review of the historical performance of the operations of the Hotels, particularly with respect to occupancy, average daily rate (“ADR”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“REVPAR”), calculated as total room revenue divided by the total number of rooms available, is appropriate for understanding revenue from the Percentage Leases. Occupancy, ADR and REVPAR remained at the same levels as in the prior year.  Although room revenue decreased, a reduction in the number of available rooms held occupancy and REVPAR at similar levels as in the prior year.

The following table shows certain historical financial and other information for the periods indicated:

	FOR THE SIX MONTHS ENDED JULY 31,
	2002			2001
OCCUPANCY	64.9		%	64.9	%
AVERAGE DAILY RATE (ADR)	$	69.02		69.02
REVENUE PER AVAILABLE ROOM (REVPAR)	$	44.78		44.78

No assurance can be given that the trends reflected in this data will continue or that Occupancy, ADR or REVPAR will not decrease as a result of changes in national or local economic or hospitality industry conditions.

RESULTS OF OPERATIONS OF THE TRUST FOR THE SIX MONTHS ENDED JULY 31, 2002

COMPARED TO THE SIX MONTHS ENDED JULY 31, 2001.

For the six months ended July 31, 2002 compared to the six months ended July 31, 2001, total Trust revenue decreased $790,000, or 5.0%, to $14.9 million from $15.7 million, respectively, primarily due to a sluggish economic environment. Rent revenue earned and paid to the Trust by the Lessee for the six months ended July 31, 2002 was $3.7 million, which was eliminated in consolidation.

Total expenses decreased $2.2 million, or 12.6%, to $15.4 million from $17.7 million when comparing the six months ended July 31, 2002 and 2001, respectively.  Total operating expenses also decreased $2.1 million, or 16.1%, to $11.2 million from $13.3 million for the six months ended July 31, 2002 and 2001, respectively.  These decreases were primarily due to the one-time expense of $1.6 million incurred by the Trust to acquire the Lessee in fiscal year 2002 and reduced costs due to a lower number of occupied rooms at the Hotels during the first six months of fiscal year 2003.

General and administrative expenses decreased $118,000, or 4.0%, to $2.9 million during the six months ended July 31, 2002 from $3.0 million during the prior year due primarily to a reduction in franchise fees paid by the Lessee.

Expenses Incurred in Acquiring the Lessee for the six months ended July 31, 2001 relate to the assumption of the net liabilities of the Lessee by the Trust.  Similar costs were not incurred in the first six months of fiscal year 2003.

For the six months ended July 31, 2002 and 2001, real estate and personal property taxes, insurance and ground rent increased $72,000, or 8.5%, to $922,000 from $850,000, respectively. The increase was due to increased property tax assessments and increased insurance costs.

Total interest expense decreased $73,000, or 3.9%, to $1.8 million from $1.9 million comparing the six months ended July 31, 2002 and 2001, respectively. Interest on mortgage notes payable increased slightly by $67,000, or 4.9%, over the prior year period.  The increase was primarily due to the refinancing of the Ontario, California property and new mortgage financing on the Tucson (Oracle), Arizona property during April 2001.  Interest on notes payable to banks decreased $183,000, or 66.4%, to $93,000 from $276,000 comparing the six months ended July 31, 2002 and 2001, respectively. The decrease was primarily due to the replacement of the $12 million Credit Facility with mortgages on certain Hotels. Interest on notes payable and advances payable to related parties increased $67,000 to $299,000 from $232,000 due to additional loans from Wirth and his affiliates during the last six months of fiscal year 2002.

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RESULTS OF OPERATIONS OF THE TRUST FOR THE THREE MONTHS ENDED JULY 31, 2002

COMPARED TO THE THREE MONTHS ENDED JULY 31, 2001.

For the three months ended July 31, 2002 compared to the three months ended July 31, 2001, total Trust revenue decreased $179,000, or 2.6%, to $6.7 million from $6.8 million, respectively, primarily due to a sluggish economic environment. Rent revenue earned and paid to the Trust by the Lessee for the three months ended July 31, 2002 was $1.6 million, which was eliminated in consolidation.

Total expenses decreased $93,000, or 1.2%, to $7.8 million from $7.9 million when comparing the three months ended July 31, 2002 and 2001, respectively.  Total operating expenses decreased $79,000, or 1.4%, to $5.6 million from $5.7 million for the three months ended July 31, 2002 and 2001, respectively.  These decreases were primarily due to reduced costs due to a lower number of occupied rooms at the Hotels during the second quarter of fiscal year 2003.

General and administrative expenses increased $58,000, or 4.0%, to $1.5 million during the three months ended July 31, 2002 from $1.4 million during the prior year due primarily to the recognition of unamortized loan fees relating to the mortgage note on the Tucson St. Mary’s property when the note was refinanced.

Sales and marketing expenses decreased $70,000, or 12.1%, to $508,000 from $577,000 during the three months ended July 31, 2002 and 2001, respectively.  The decrease was primarily due to reduced advertising costs.

For the three months ended July 31, 2002 and 2001, real estate and personal property taxes, insurance and ground rent increased $39,000, or 9.1%, to $461,000 from $422,000, respectively. The increase was due to increased property tax assessments and increased insurance costs.

Total interest expense increased $21,000, or 2.3%, to $916,000 from $895,000 million comparing the three months ended July 31, 2002 and 2001, respectively. Interest on mortgage notes payable of $714,000 was consistent with the prior year period. Interest on notes payable to banks of $48,000 also was consistent with the prior year period. Interest on notes payable and advances payable to related parties increased $33,000 to $153,000 from $120,000 due to additional loans from Wirth and his affiliates during the last six months of fiscal year 2002.

FUNDS FROM OPERATIONS (FFO)

The Trust recognizes that industry analysts and investors use Funds From Operations (“FFO”) as another tool to evaluate and compare equity REITs. The Trust also believes it is meaningful as an indicator of net income, excluding most non-cash items, and provides information about the Trust’s cash available for distributions, debt service and capital expenditures. The Trust follows the March 1995 interpretation of the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, as amended January 1, 2000, which is calculated (in the Trust’s case) as net income (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)), excluding gains (or losses) from sales of property, depreciation and amortization on real estate property and extraordinary items. FFO does not represent cash flows from operating activities in accordance with GAAP and is not indicative of cash available to fund all of the Trust’s cash needs. FFO should not be considered as an alternative to net income or any other GAAP measure as an indicator of performance and should not be considered as an alternative to cash flows as a measure of liquidity. In addition, the Trust’s FFO may not be comparable to other companies’ FFO due to differing methods of calculating FFO and varying interpretations of the NAREIT definition.

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	FUNDS FROM OPERATIONS FOR THE SIX MONTHS ENDED JULY 31, (UNAUDITED) (amounts in thousands)
	2002			2001
Net Income (Loss) Attributable to Shares of Beneficial Interest	$	(112	)	(1,898	)
Hotel Property Depreciation	1,509			1,593
Extraordinary Item	—			577
Loss on Disposal	43			—
Minority Interest Share of Depreciation, Loss on Disposal and Extraordinary Item	(793		)	(1,119	)
Funds from Operations (FFO)	$	647		(847	)
One-Time Lessee Purchase Charge	—			1,608
Recurring FFO	$	647		761

Recurring FFO decreased to approximately $647,000 compared to approximately $761,000 for the first six months of fiscal 2003 and 2002, respectively. The decrease of approximately $114,000, or 15.0%, was primarily due to the decreased revenue caused by a sluggish economic environment, which was largely mitigated by cost control programs at the Hotels.

LIQUIDITY AND CAPITAL RESOURCES

Through its ownership interest in the Partnership and, effective February 1, 2001, the Lessee, the Trust has its proportionate share of the benefits and obligations of the Partnership’s ownership interests and the Lessee’s operational interests in the Hotels.  The Trust’s principal source of cash to meet its cash requirements, including distributions to its shareholders, is its share of the Partnership’s cash flows. The Partnership’s principal source of cash is rent payments from the Lessee under the Percentage Leases. The Lessee’s principal source of cash is guest room revenue. The Lessee’s obligations under the Percentage Leases are unsecured and its ability to make rent payments to the Partnership under the Percentage Leases, and the Trust’s liquidity, including its ability to make distributions to its shareholders, will depend upon the ability of the Lessee to generate sufficient cash flows from Hotel operations. Pursuant to the restrictions contained in certain credit agreements, Partnership distributions to the Trust during fiscal year 2003 are limited to an amount equal to $0.01 per outstanding Share of Beneficial Interest.

On April 18, 2001, the Trust refinanced its Ontario property and used $4.2 million of the net proceeds to reduce the outstanding balance of the $12 million Credit Facility obtained by the Trust on April 16, 1998 from $11.3 million to $7.1 million. On April 27, 2001, the Trust closed the financing of its Tucson Oracle property and used $4.8 million of the net proceeds to reduce the outstanding balance of the Credit Facility to approximately $2.3 million. On July 11, 2001, the Trust obtained a term loan in the amount $1,825,000 secured by the Scottsdale property and a $1,500,000 line of credit secured by the Flagstaff property. The Trust used $2.3 million of the proceeds to settle the remaining balance of the Credit Facility. The term loan matured on October 1, 2001 and was extended through November 1, 2002.  The line of credit matures on June 1, 2003.  Both loans bear interest at the prime rate plus 1.0% and require the Trust to maintain a debt coverage ratio of 1.35 to 1.0 and the Lessee to maintain a gross operating profit of 80% of the annual projections provided to the lender. In addition, management fee payments to the New Management Company and licensing fee payments to InnSuites Licensing Corp. will be suspended for a period of five months beginning May 1, 2002 and may resume after September 30, 2002 if the Trust meets certain thresholds set by the lender, the Partnership is restricted from making distributions to the Trust during fiscal year 2003 in excess of the amount required for the Trust to pay dividends of $0.01 per outstanding Share of Beneficial Interest for fiscal year 2003, and the Trust has committed to not spend more than $1.4 million on capital expenditures during fiscal year 2003.  As of July 31, 2002, the Trust had drawn $1,500,000 on the new line of credit and there was $1,733,750 outstanding on the term loan. Subsequently, on August 1, 2002 the Trust made a payment to reduce the line of credit by $500,000.

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On July 29, 2002, the Trust refinanced its mortgage note payable on the Tucson St. Mary’s property. The new mortgage note in the amount of $4.5 million bears interest at the prime rate plus 1.0% (5.75% at July 31, 2002) and matures on July 29, 2009.  The Trust received net cash proceeds of approximately $922,000 from the refinance.

The Trust has no principal due and payable in fiscal year 2003 under notes and advances payable to Wirth and his affiliates. During the six months ended July 31, 2002, the Trust repaid $224,000 to Wirth and his affiliates.

In August 2001, the Trust listed its Scottsdale and Flagstaff properties for sale. The Trust does not expect to incur losses if these properties are sold. The Trust may or may not be successful in selling these properties during the listing period.

The Trust intends to acquire and develop additional hotels and expects to incur indebtedness to fund those acquisitions and developments. The Trust may also incur indebtedness to meet distribution requirements imposed on a REIT under the Code to the extent that working capital and cash flows from the Trust’s investments are insufficient to make the required distributions.

The Trust may seek to negotiate additional credit facilities or issue debt instruments. Any debt incurred or issued by the Trust may be secured or unsecured, long-term, medium-term or short-term, bear interest at a fixed or variable rate and be subject to such other terms as the Trust considers prudent.

The Trust will acquire or develop additional hotels only as suitable opportunities arise, and the Trust will not undertake acquisition or redevelopment of properties unless adequate sources of financing are available. Funds for future acquisitions or development of hotels are expected to be derived, in whole or in part, from borrowings or from the proceeds of additional issuances of Shares of Beneficial Interest or other securities. However, there can be no assurance that the Trust will successfully acquire or develop additional hotels.

The Partnership continues to contribute to a Capital Expenditures Fund (the “Fund”) from the rent paid under the Percentage Leases, an amount equal to 4% of the Lessee’s revenues from operation of the Hotels. The Fund is intended to be used for capital improvements to the Hotels and refurbishment and replacement of furniture, fixtures and equipment, in addition to other uses of amounts in the Fund considered appropriate from time to time. The Partnership anticipates making similar arrangements with respect to future hotels that it may acquire or develop. During the six months ended July 31, 2002, the Hotels spent approximately $891,000 for capital expenditures. These amounts have been capitalized and are being depreciated over their estimated useful lives. Pursuant to restrictions contained in certain credit agreements, however, the Partnership may not spend more than $1.4 million on capital expenditures during fiscal year 2003.  The Lessee also spent approximately $944,000 during the six months ended July 31, 2002 on repairs and maintenance and these amounts have been charged to expense as incurred.

As of July 31, 2002, the Trust has no commitments for capital expenditures beyond the 4% reserve for refurbishment and replacements set aside annually for each hotel property.

SHARE REPURCHASE PROGRAM

On January 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 250,000 limited partnership units in the Partnership and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Acquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the InnSuites Hospitality Trust 1997 Stock Incentive and Option Plan.  During the six months ended July 31, 2002, the Trust acquired 9,230 Shares of Beneficial Interest in open market transactions at an average price of $2.07 per share, and obtained an additional

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40,500 Shares of Beneficial Interest in privately negotiated transactions at an average price of $1.95 and 31,711 limited partnership units in privately negotiated transactions at an average price of $2.50.  The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and American Stock Exchange requirements.

INFLATION

The Trust’s revenue is based on the underlying Hotel revenue. Therefore, the Trust relies entirely on the performance of the Hotels and the Lessee’s ability to increase revenue to keep pace with inflation. Operators of hotels in general, and the Lessee in particular, can change room rates quickly, but competitive pressures may limit the Lessee’s ability to raise rates faster than inflation.

SEASONALITY

The Hotels’ operations historically have been seasonal. The six southern Arizona hotels experience their highest occupancy in the first fiscal quarter and, to a lesser extent, the fourth fiscal quarter. The second fiscal quarter tends to be the lowest occupancy period at those six southern Arizona hotels. This seasonality pattern can be expected to cause fluctuations in the Trust’s quarterly revenue. The hotels located in northern Arizona, California and New Mexico historically experience their most profitable periods during the second and third fiscal quarters (the summer season), providing some balance to the general seasonality of the Trust’s hotel business. To the extent that cash flows from operations is insufficient during any quarter, because of temporary or seasonal fluctuations in revenue, the Trust may utilize other cash on hand or borrowings to make distributions to its shareholders or meet operating needs. No assurance can be given that the Trust will make distributions in the future.

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Trust intends that such forward-looking statements be subject to the safe harbors created by such Acts. Those forward-looking statements include statements regarding the intent, belief or current expectations of the Trust, its Trustees or its officers in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of the Hotels; (iii) the adequacy of reserves for renovation and refurbishment; (iv) the Trust’s financing plans; (v) the Trust’s position regarding investments, acquisitions, developments, financings, conflicts of interest and other matters; (vi) the Trust’s continued qualification as a REIT; and (vii) trends affecting the Trust’s or any Hotel’s financial condition or results of operations. The words and phrases “looking ahead”, “we are confident”, “should be”, “will be”, “predicted”, “believe”, “expect”, “anticipate” and similar expressions identify forward-looking statements.

These forward-looking statements reflect the Trust’s current views in respect of future events and financial performance, but are subject to many uncertainties and factors relating to the operations and business environment of the Hotels which may cause the actual results of the Trust to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties include, but are not limited to: fluctuations in hotel occupancy rates; changes in room rental rates which may be charged by the Lessee in response to market rental rate changes or otherwise; interest rate fluctuations; changes in federal income tax laws and regulations; competition; any changes in the Trust’s financial condition or operating results due to acquisitions or dispositions of hotel properties; real estate and hospitality market conditions; hospitality industry factors; terrorist attacks and other acts of war; and local or national economic and business conditions, including, without limitation, conditions which may affect public securities markets generally, the hospitality industry, or the markets in which the Trust operates or will operate. The Trust does not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information, future events or otherwise. Pursuant to Section

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21E(b)(2)(E) of the Securities Exchange Act of 1934, the qualifications set forth hereinabove are inapplicable to any forward-looking statements in this Form 10-Q relating to the operations of the Partnership.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Trust is exposed to interest rate risk primarily as a result of its mortgage notes payable, notes payable to banks and other notes payable. Proceeds from these loans were used to maintain liquidity, fund capital expenditures and expand the Trust’s real estate investment portfolio and operations. The Trust’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Trust borrows using fixed rate debt, when possible. There have been no significant changes in the Trust’s debt structure during the six months ended July 31, 2002.

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PART II

OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)           EXHIBITS.

EXHIBIT NUMBER	EXHIBIT
10.1	Addendum to Note Due dated June 1, 2002 amending that certain Promissory Note dated March 15, 1999 by InnSuites Hospitality Trust in favor of James F. Wirth.
10.2	Promissory Note dated May 1, 2002 by InnSuites Hospitality Trust in favor of James F. Wirth.
10.3	Promissory Note dated July 15, 2002 by RRF Limited Partnership in favor of Rare Earth Development Company.
10.4	Promissory Note dated July 15, 2002 by InnSuites Hospitality Trust in favor of James F. Wirth.
10.5	Promissory Note dated July 15, 2002 by RRF Limited Partnership in favor of Rare Earth Development Company.
10.6	Promissory Note dated July 15, 2002 by InnSuites Hospitality Trust in favor of James F. Wirth.
10.7	Promissory Note dated July 25, 2002 by InnSuites Hospitality Trust in favor of Hulsey Hotels Corporation.
10.8	Promissory Note dated July 26, 2002 by InnSuites Hotels Inc. in favor of James F. Wirth.
10.9	Promissory Note dated July 26, 2002 by InnSuites Hospitality Trust in favor of James F. Wirth.
99.1	Certificate of Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certificate of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

(b)           REPORTS ON FORM 8-K.

No Current Reports on Form 8-K were filed by the Trust during the fiscal quarter ended July 31, 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 6, 2002	INNSUITES HOSPITALITY TRUST (Registrant)
	By:	/s/ Anthony B. Waters
		Anthony B. Waters, Chief Financial Officer

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CERTIFICATIONS

I, James F. Wirth, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of InnSuites Hospitality Trust;

2.             Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3.             Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

Date: September 6, 2002	/s/ James F. Wirth
	Name: James F. Wirth
	Title: Chairman, President and Chief Executive Officer

I, Anthony B. Waters, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of InnSuites Hospitality Trust;

2.             Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

3.             Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

Date: September 6, 2002	/s/ Anthony B. Waters
	Name: Anthony B. Waters
	Title: Chief Financial Officer

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EX-10.1

Exhibit 10.1

ADDENDUM

TO NOTE DUE

June 1, 2002

WHEREAS, there is a Note due James Wirth on March 15, 2004 in the principal amount of $2,000,000. It is hereby agreed that the Note shall be modified to provide for $500,000 due March 15, 2004 and the balance of $1,500,000 in principal plus interest be due March 15, 2005.

AGREED THIS 1^ST DAY OF JUNE, 2002

By: Note Holder

/s/ James F. Wirth

James F. Wirth

APPROVED:

INNSUITES HOSPITALITY TRUST, DEBTOR

By:

/s/ Marc E. Berg

Marc E. Berg

EX-10.2

Exhibit 10.2

PROMISSORY NOTE

$158,666.67	Phoenix, Arizona
	May 1, 2002
	Note Doc. 031502158I

FOR VALUED RECEIVED, and legally bound hereby, INNSUITES HOSPITALITY TRUST (“Maker”), 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 James Wirth (“Payee”), 5700 East Glen Drive, Paradise Valley, Arizona 85253 or  such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE HUNDRED FIFTY EIGHT THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($158,666.67), bearing interest on the unpaid principal balance 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 March 15, 2004, one annual payment of accrued but unpaid interest on the outstanding principal balance hereunder; and on March 15, 2004 (the “Maturity date”), one payment in the amount of the then unpaid principal balance hereunder, and all other sums and charges due and unpaid by Maker (collectively, the “Note”).

Subject to the requirements and approval of Irwin Union Bank and subject to the cash flow of Maker, upon the sale or refinance of any Trust hotel, twenty (20%) percent of the net proceeds shall be made available at the option of Payee to pay or pre-pay principal and/or accrued but unpaid interest on the outstanding principal balance on this 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 and then applied to further reduce the principal balance of this Note.

This Promissory Note consists of accrued but unpaid interest due March 15, 2002 on the Promissory Note of the outstanding principal balance of $2,000,000.

Maker may exercise the right at 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 which would require Payee to proceed against certain property before proceeding against any other property.

Maker and Payee agree with the prior approval of Payee that the Note can be automatically extended for a period of three years for the outstanding principal balance at the Maturity Date. Maker hereby agrees that in the event part of principal or interest is not paid when due or the entire Note is not paid when due, then the rate of interest on this Note shall, at the election on Payee upon ten (10) days prior written notice, each of which is hereby expressly waived, be increased to nine and 00/100 percent (9.00%) per annum or the highest rate for which the parties may agree under applicable law, whichever is less (the “Default Rate”). Maker shall be obligated thereafter to pay interest on the then unpaid principal balance of the Note at the Default Rate, both before and after judgment, to be computed from the due date through and including the date of actual receipt of the overdue payment, whether a payment of interest or the entire Note.  Nothing herein shall be construed as an agreement or privilege to extend the date of the payment or any installment of or the entire Note, or as a wavier of any other right or remedy accruing to Payee.

In the event that any regular payment of interest herein provided shall not be received by Payee on the date such payment is due, Payee shall have the right to assess Maker a late payment charge in the amount of one-half percent (.5%) of such overdue monthly installment, which shall become due to Payee for the additional cost incurred by Payee by reason of such nonpayment.  The Default Rate will only accrue for periods of delinquent installments except for such when Payee accepts late payments of installments accompanied by a late payment charge as specified above.

Upon any of the following Events of Default, at the election of Payee, the entire unpaid principle balance of the Note, together with all accrued but unpaid interest thereon at the Default Rate and all other sums or changes due hereunder, shall become due and payable:

(a)           Maker’s failure to pay when due any installment required to be paid hereunder, on or before the tenth (10^th) day following the applicable due date;

(b)           Maker’s failure to pay when due any other sums required to be paid under this Note, subject to any notice and applicable grace period, if any;

(c)           Maker’s breach of any other covenant or agreement herein and such breach remains uncorrected at the expiration of any applicable grace period expressly provided for herein;

(d)           Any creditor’s proceeding in which Maker consents to the appointment or a receiver or trustee for any of its property;

(e)           if any order, judgment or decree shall be entered, without the consent of Maker, upon an application of a creditor approving the appointment of a receiver or trustee for any of its property, and such order, judgment, decree, or appointment is not dismissed or stayed with an

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appropriate appeal bond within sixty (60) days following the entry or rendition thereof; or

(f)            if Maker (i) makes a general assignment for the benefit of creditors, (ii) fails to pay its debts generally as such debts become due, (iii) is found to be insolvent by a court of competent jurisdiction, (iv) voluntarily files a petition in bankruptcy or a petition or answer seeking readjustment of debts under any state or federal bankruptcy or like law, or (v) any such petition is filed against Maker and is not vacated or dismissed within sixty (60) days after filling thereof.

(g)           Maker and Payee agree that no event of default has occurred by effect of (a) through (f) above if the event is a result of law or violates any other agreements that Maker and Payee as President of InnSuites Hospitality Trust.

Notice of such election by Payee is hereby expressly waived as part of the consideration for this loan.  Nothing contained herein shall be construed to restrict the exercise of any other rights or remedies granted to Payee hereunder upon the failure of Maker to perform any provision hereof.

If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs incurred by Payee, including without limitation reasonable attorney’s fees to the fullest extent not prohibited by law, and all expenses incurred in connection with the protection or realization of any collateral, whether or not suit is filed hereon or on any instrument granted a security interest.

Maker hereby expressly acknowledges and represents that the indebtedness is for a business purpose and not consumer or household purposes.

Maker hereby waves demand, presentment for payment, protest, notice of protest, notice of non-payments and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly consents to any extension of time of payment hereof, release of any party primarily or secondarily liable hereunder or any of the security for this Note, acceptance of other parties to be liable for any of the Indebtedness or of other security therefore, or any other indulgence or forbearance which may be made, without notice to any party and without in any way affecting the liability of any party.

No failure by Payee to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or any other right any time or from time to time thereafter.

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This Note shall be construed and enforced according to, and governed by the laws of the State of Arizona.

Any notice required hereunder shall be in writing, and shall be given to the receiving party the notice by personal delivery or be certified mail, postage prepaid, return receipt requested, as follows:

                if to Payee, then addressed to Payee at 5700 East Glen Drive, Paradise Valley, Arizona 85253, (Tel.(602) 596-0224, Fax (602) 596-0225), with a copy to James W. Reynolds, Esq., Dillingham & Reynolds L.L.P., 5080 North 40^th Street, Suite 335, Phoenix, Arizona 85018, (Tel.(602) 468-1811, Fax (602) 468-0442);

                if to Maker, then addressed to Maker at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020, Attn: President, (Tel.(602) 944-1500, Fax (602) 678-0281) with a copy to James B. Aronoff, Esq., Thompson Hine & Flory, LLP, 3900 Key center, 127 Public Square, Cleveland, Ohio 44114 (Tel.(216) 566-5500, Fax (216) 566-5800).

Any party may, be given notice in writing or designate another address as a place for service of notice. Such notices shall be deemed to be received when delivered, if delivered in person, or seven (7) business days after deposited in the United States mails, if mailed as herein above provided.

By acceptance of this Note, Payee agrees that, upon payment in full of the then unpaid principal balance of this Note, together with all unpaid interest and other sums payable to Payee under this Note, (a) Note shall be fully satisfied, (b) Payee shall promptly mark this Note as being paid in full, satisfied and discharged and shall return the same to Maker.

	INNSUITES HOSPITALITY TRUST, an Ohio real estate investment trust
By:	/s/ Marc E. Berg
		Name:	Marc E. Berg
		Title:	Executive Vice-President

4

EX-10.3

Exhibit 10.3

PROMISSORY NOTE

$311,808.97	Phoenix, Arizona
	July 15, 2002
	Note Doc. 071502311I

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 such other place as the holder hereof may, from time to time, designate in writing, the principal sum of THREE HUNDRED ELEVEN THOUSAND EIGHT HUNDRED EIGHT AND 97/100 DOLLARS ($311,808.97), bearing interest on the unpaid principal balance 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, 2007, one annual payment of accrued but unpaid interest on the outstanding principal balance hereunder; and on July 15, 2007 (the “Maturity date”), one payment in the amount of the then unpaid principal balance hereunder, and all other sums and charges due and unpaid by Maker (collectively, the “Note”).

Subject to the requirements and approval of Irwin Union Bank and subject to the cash flow of Maker, upon the sale or refinance of any Trust hotel, twenty (20%) percent of the net proceeds shall be made available at the option of Payee to pay or pre-pay principal and/or accrued but unpaid interest on the outstanding principal balance on this 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 and then applied to further reduce the principal balance of this Note.

This Promissory Note consists of accrued but unpaid interest due July 15, 2002 on the previous Promissory Notes outstanding principal balances of $3,802,500.

Maker may exercise the right at 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 which would require Payee to proceed against certain property before proceeding against any other property.

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Maker and Payee agree with the prior approval of Payee that the Note can be automatically extended for a period of three years for the outstanding principal balance at the Maturity Date. Maker hereby agrees that in the event part of principal or interest is not paid when due or the entire Note is not paid when due, then the rate of interest on this Note shall, at the election on Payee upon ten (10) days prior written notice, each of which is hereby expressly waived, be increased to nine and 00/100 percent (9.00%) per annum or the highest rate for which the parties may agree under applicable law, whichever is less (the “Default Rate”). Maker shall be obligated thereafter to pay interest on the then unpaid principal balance of the Note at the Default Rate, both before and after judgment, to be computed from the due date through and including the date of actual receipt of the overdue payment, whether a payment of interest or the entire Note.  Nothing herein shall be construed as an agreement or privilege to extend the date of the payment or any installment of or the entire Note, or as a wavier of any other right or remedy accruing to Payee.

In the event that any regular payment of interest herein provided shall not be received by Payee on the date such payment is due, Payee shall have the right to assess Maker a late payment charge in the amount of one-half percent (.5%) of such overdue monthly installment, which shall become due to Payee for the additional cost incurred by Payee by reason of such nonpayment.  The Default Rate will only accrue for periods of delinquent installments except for such when Payee accepts late payments of installments accompanied by a late payment charge as specified above.

Upon any of the following Events of Default, at the election of Payee, the entire unpaid principle balance of the Note, together with all accrued but unpaid interest thereon at the Default Rate and all other sums or changes due hereunder, shall become due and payable:

(a)Maker’s failure to pay when due any installment required to be paid hereunder, on or before the tenth (10^th) day following the applicable due date;

(b)Maker’s failure to pay when due any other sums required to be paid under this Note, subject to any notice and applicable grace period, if any;

(c)Maker’s breach of any other covenant or agreement herein and such breach remains uncorrected at the expiration of any applicable grace period expressly provided for herein;

(d)Any creditor’s proceeding in which Maker consents to the appointment or a receiver or trustee for any of its property;

(e)if any order, judgment or decree shall be entered, without the consent of Maker, upon an application of a creditor approving the appointment of a receiver or trustee for any of its property, and such order,

2

judgment, decree, or appointment is not dismissed or stayed with an appropriate appeal bond within sixty (60) days following the entry or rendition thereof; or

(f)if Maker (i) makes a general assignment for the benefit of creditors, (ii) fails to pay its debts generally as such debts become due, (iii) is found to be insolvent by a court of competent jurisdiction, (iv) voluntarily files a petition in bankruptcy or a petition or answer seeking readjustment of debts under any state or federal bankruptcy or like law, or (v) any such petition is filed against Maker and is not vacated or dismissed within sixty (60) days after filling thereof.

(g)Maker and Payee agree that no event of default has occurred by effect of (a) through (f) above if the event is a result of law or violates any other agreements that Maker and Payee as President of InnSuites Hospitality Trust.

Notice of such election by Payee is hereby expressly waived as part of the consideration for this loan.  Nothing contained herein shall be construed to restrict the exercise of any other rights or remedies granted to Payee hereunder upon the failure of Maker to perform any provision hereof.

If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs incurred by Payee, including without limitation reasonable attorney’s fees to the fullest extent not prohibited by law, and all expenses incurred in connection with the protection or realization of any collateral, whether or not suit is filed hereon or on any instrument granted a security interest.

Maker hereby expressly acknowledges and represents that the indebtedness is for a business purpose and not consumer or household purposes.

Maker hereby waves demand, presentment for payment, protest, notice of protest, notice of non-payments and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly consents to any extension of time of payment hereof, release of any party primarily or secondarily liable hereunder or any of the security for this Note, acceptance of other parties to be liable for any of the Indebtedness or of other security therefore, or any other indulgence or forbearance which may be made, without notice to any party and without in any way affecting the liability of any party.

No failure by Payee to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or any other right any time or from time to time thereafter.

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This Note shall be construed and enforced according to, and governed by the laws of the State of Arizona.

Any notice required hereunder shall be in writing, and shall be given to the receiving party the notice by personal delivery or be certified mail, postage prepaid, return receipt requested, as follows:

                if to Payee, then addressed to Payee at 1615 East Northern Avenue Suite 102, Phoenix, Arizona 85020, (Tel.(602) 944-1500, Fax (602) 678-0281, with a copy to James W. Reynolds, Esq., Dillingham & Reynolds L.L.P., 5080 North 40^th Street, Suite 335, Phoenix, Arizona 85018, (Tel.(602) 468-1811, Fax (602) 468-0442);

                if to Maker, then addressed to maker at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020, Attn: President, (Tel.(602) 944-1500, Fax (602) 678-0281) with a copy to James B. Aronoff, Esq., Thompson Hine & Flory, LLP, 3900 Key center, 127 Public Square, Cleveland, Ohio 44114 (Tel.(216) 566-5500, Fax (216) 566-5800).

Any party may, be given notice in writing or designate another address as a place for service of notice. Such notices shall be deemed to be received when delivered, if delivered in person, or seven (7) business days after deposited in the United States mails, if mailed as herein above provided.

 By acceptance of this Note, Payee covenants and agrees that, upon payment in full of the then unpaid principal balance of this Note, together with all unpaid interest and other sums payable to Payee under this Note, (a) Note shall be fully satisfied, (b) Payee shall promptly mark this Note as being paid in full, satisfied and discharged and shall return the same to Maker.

RRF LIMITED PARTNERSHIP, a

Delaware limited partnership,

InnSuites Hospitality Trust, General Partner,
an Ohio real estate investment trust

By:	/s/ Marc E. Berg
	Name: Marc E. Berg
	Title: Executive Vice-President

4

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

$200,153.33	Phoenix, Arizona
	July 15, 2002
	Note Doc. 071502200I

FOR VALUED RECEIVED, and legally bound hereby, INNSUITES HOSPITALITY TRUST (“Maker”), 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 James Wirth (“Payee”), 5700 East Glen Drive, Paradise Valley, Arizona 85253 or  such other place as the holder hereof may from time to time designate in writing, the principal sum of TWO HUNDRED THOUSAND ONE HUNDRED FIFTY THREE AND 33/100 DOLLARS ($200,153.33), bearing interest on the unpaid principal balance 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, 2006, one annual payment of accrued but unpaid interest on the outstanding principal balance hereunder; and on July 15, 2006 (the “Maturity date”), one payment in the amount of the then unpaid principal balance hereunder, and all other sums and charges due and unpaid by Maker (collectively, the “Note”).

Subject to the requirements and approval of Irwin Union Bank and subject to the cash flow of Maker, upon the sale or refinance of any Trust hotel, twenty (20%) percent of the net proceeds shall be made available at the option of Payee to pay or pre-pay principal and/or accrued but unpaid interest on the outstanding principal balance on this 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 and then applied to further reduce the principal balance of this Note.

This Promissory Note consists of accrued but unpaid interest due July 15, 2002 on the ten replaced Promissory Notes of the outstanding principal balance of $1,947,000.

Maker may exercise the right at 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 which would require Payee to proceed against certain property before proceeding against any other property.

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Maker and Payee agree with the prior approval of Payee that the Note can be automatically extended for a period of three years for the outstanding principal balance at the Maturity Date. Maker hereby agrees that in the event part of principal or interest is not paid when due or the entire Note is not paid when due, then the rate of interest on this Note shall, at the election on Payee upon ten (10) days prior written notice, each of which is hereby expressly waived, be increased to nine and 00/100 percent (9.00%) per annum or the highest rate for which the parties may agree under applicable law, whichever is less (the “Default Rate”). Maker shall be obligated thereafter to pay interest on the then unpaid principal balance of the Note at the Default Rate, both before and after judgment, to be computed from the due date through and including the date of actual receipt of the overdue payment, whether a payment of interest or the entire Note.  Nothing herein shall be construed as an agreement or privilege to extend the date of the payment or any installment of or the entire Note, or as a wavier of any other right or remedy accruing to Payee.

In the event that any regular payment of interest herein provided shall not be received by Payee on the date such payment is due, Payee shall have the right to assess Maker a late payment charge in the amount of one-half percent (.5%) of such overdue monthly installment, which shall become due to Payee for the additional cost incurred by Payee by reason of such nonpayment.  The Default Rate will only accrue for periods of delinquent installments except for such when Payee accepts late payments of installments accompanied by a late payment charge as specified above.

Upon any of the following Events of Default, at the election of Payee, the entire unpaid principle balance of the Note, together with all accrued but unpaid interest thereon at the Default Rate and all other sums or changes due hereunder, shall become due and payable:

(a)Maker’s failure to pay when due any installment required to be paid hereunder, on or before the tenth (10^th) day following the applicable due date;

(b)Maker’s failure to pay when due any other sums required to be paid under this Note, subject to any notice and applicable grace period, if any;

(c)Maker’s breach of any other covenant or agreement herein and such breach remains uncorrected at the expiration of any applicable grace period expressly provided for herein;

(d)Any creditor’s proceeding in which Maker consents to the appointment or a receiver or trustee for any of its property;

(e)if any order, judgment or decree shall be entered, without the consent of Maker, upon an application of a creditor approving the appointment of a receiver or trustee for any of its property, and such order, judgment, decree, or appointment is not dismissed or stayed with an

2

appropriate appeal bond within sixty (60) days following the entry or rendition thereof; or

(f)if Maker (i) makes a general assignment for the benefit of creditors, (ii) fails to pay its debts generally as such debts become due, (iii) is found to be insolvent by a court of competent jurisdiction, (iv) voluntarily files a petition in bankruptcy or a petition or answer seeking readjustment of debts under any state or federal bankruptcy or like law, or (v) any such petition is filed against Maker and is not vacated or dismissed within sixty (60) days after filling thereof.

(g)Maker and Payee agree that no event of default has occurred by effect of (a) through (f) above if the event is a result of law or violates any other agreements that Maker and Payee as President of InnSuites Hospitality Trust.

Notice of such election by Payee is hereby expressly waived as part of the consideration for this loan.  Nothing contained herein shall be construed to restrict the exercise of any other rights or remedies granted to Payee hereunder upon the failure of Maker to perform any provision hereof.

If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs incurred by Payee, including without limitation reasonable attorney’s fees to the fullest extent not prohibited by law, and all expenses incurred in connection with the protection or realization of any collateral, whether or not suit is filed hereon or on any instrument granted a security interest.

Maker hereby expressly acknowledges and represents that the indebtedness is for a business purpose and not consumer or household purposes.

Maker hereby waves demand, presentment for payment, protest, notice of protest, notice of non-payments and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly consents to any extension of time of payment hereof, release of any party primarily or secondarily liable hereunder or any of the security for this Note, acceptance of other parties to be liable for any of the Indebtedness or of other security therefore, or any other indulgence or forbearance which may be made, without notice to any party and without in any way affecting the liability of any party.

No failure by Payee to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or any other right any time or from time to time thereafter.

3

This Note shall be construed and enforced according to, and governed by the laws of the State of Arizona.

Any notice required hereunder shall be in writing, and shall be given to the receiving party the notice by personal delivery or be certified mail, postage prepaid, return receipt requested, as follows:

                if to Payee, then addressed to Payee at 5700 East Glen Drive, Paradise Valley, Arizona 85253, (Tel.(602) 596-0224, Fax (602) 596-0225), with a copy to James W. Reynolds, Esq., Dillingham & Reynolds L.L.P., 5080 North 40^th Street, Suite 335, Phoenix, Arizona 85018, (Tel.(602) 468-1811, Fax (602) 468-0442);

                if to Maker, then addressed to Maker at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020, Attn: President, (Tel.(602) 944-1500, Fax (602) 678-0281) with a copy to James B. Aronoff, Esq., Thompson Hine & Flory, LLP, 3900 Key center, 127 Public Square, Cleveland, Ohio 44114 (Tel.(216) 566-5500, Fax (216) 566-5800).

Any party may, be given notice in writing or designate another address as a place for service of notice. Such notices shall be deemed to be received when delivered, if delivered in person, or seven (7) business days after deposited in the United States mails, if mailed as herein above provided.

By acceptance of this Note, Payee agrees that, upon payment in full of the then unpaid principal balance of this Note, together with all unpaid interest and other sums payable to Payee under this Note, (a) Note shall be fully satisfied, (b) Payee shall promptly mark this Note as being paid in full, satisfied and discharged and shall return the same to Maker.

INNSUITES HOSPITALITY TRUST,

an Ohio real estate investment trust

By:	/s/ Marc E. Berg
	Name: Marc E. Berg
	Title: Executive Vice-President

4

EX-10.5

Exhibit 10.5

PROMISSORY NOTE

$3,802,500.00	Phoenix, Arizona
	July 15, 2002
	Note Doc.0715023802

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 such other place as the holder hereof may, from time to time, designate in writing, the principal sum of THREE MILLION EIGHT HUNDRED TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($3,802,500.00), bearing interest on the unpaid principal balance 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 to the maturity date on July 15, 2007 (the “Maturity Date”) as follows:

(A)Commencing on July 15, 2003, interest of all accrued but unpaid interest on the outstanding principal balance hereunder shall be added to the outstanding principal balance.

(B)Commencing on August 15, 2003 and thereafter monthly principal and interest payments in the amount of $27,069.00. (See Attachment A) On the Maturity Date, one payment shall be due and payable in the amount of the then unpaid principal and interest and all other sums and charges due and unpaid by Maker (collectively, the “Note”).

Subject to the requirements and approval of Irwin Union Bank and subject to the cash flow of Maker, upon the sale or refinance of any Trust hotel, twenty (20%) percent of the net proceeds shall be made available at the option of Payee to pay or pre-pay principal and/or accrued but unpaid interest on the outstanding principal balance on this 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 and then applied to further reduce the principal balance of this Note.

This Promissory Note replaces fifteen separate Promissory Notes, (see Attachment B) each of which has been added into this Promissory Note.

Maker may exercise the right at 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 and any other sums or charges due hereunder without any prepayment premium or penalty.

1

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 would require Payee to proceed against certain property before proceeding against any other property.

Maker and Payee agree with the prior approval of Payee that the Note can be automatically extended for a period of three years for the outstanding principal balance at the Maturity Date. Maker hereby agrees that in the event part of principal or interest is not paid when due or the entire Note is not paid when due, then the rate of interest on this Note shall, at the election of Payee upon ten (10) days prior written notice, each of which is hereby expressly waived, be increased to nine and 00/100 percent (9.00%) per annum or the highest rate for which the parties may agree under applicable law, whichever is less (the “Default Rate”). Maker shall be obligated thereafter to pay interest on the then unpaid principal balance of the Note at the Default Rate, both before and after judgment, to be computed from the due date through and including the date of actual receipt of the overdue payment, whether a payment of interest or the entire Note.  Nothing herein shall be construed as an agreement or privilege to extend the date of the payment or any installment of or the entire Indebtedness, or as a wavier of any other right or remedy accruing to Payee.

In the event that any regular payment of interest herein provided shall not be received by Payee on the date such payment is due, Payee shall have the right to assess Maker a late payment charge in the amount of one-half percent (.5%) of such overdue monthly installment, which shall become due to Payee for the additional cost incurred by Payee by reason of such nonpayment. The Default Rate will only accrue for periods of delinquent installments except for such when Payee accepts late payments of installments accompanied by a late payment charge as specified above.

Upon any of the following Events of Default, at the election of Payee, the entire unpaid principle balance of the Note, together with all accrued but unpaid interest thereon at the Default Rate and all other sums or changes due hereunder, shall become due and payable:

(a)Maker’s failure to pay when due any installment required to be paid hereunder, on or before the tenth (10^th) day following the applicable due date;

(b)Maker’s failure to pay when due any other sums required to be paid under this Note, subject to any notice and applicable grace period, if any;

(c)Maker’s breach of any other covenant or agreement herein and such breach remains uncorrected at the expiration of any applicable grace period expressly provided for herein;

(d)Any creditor’s proceeding in which Maker consents to the appointment or a receiver or trustee for any of its property;

2

(e)if any order, judgment or decree shall be entered, without the consent of Maker, upon an application of a creditor approving the appointment of a receiver or trustee for any of its property, and such order, judgment, decree, or appointment is not dismissed or stayed with an appropriate appeal bond within sixty (60) days following the entry or rendition thereof; or

(f)if Maker (i) makes a general assignment for the benefit of creditors, (ii) fails to pay its debts generally as such debts become due, (iii) is found to be insolvent by a court of competent jurisdiction, (iv) voluntarily files a petition in bankruptcy or a petition or answer seeking readjustment of debts under any state or federal bankruptcy or like law, or (v) any such petition is filed against Maker and is not vacated or dismissed within sixty (60) days after filling thereof.

(g)Maker and Payee agree that no event of default has occurred by effect of (a) through (f) above if the event is a result of law or violates any other agreements that Maker and Payee as President of InnSuites Hospitality Trust, General Partner of RRF Limited Partnership has agreed.

Notice of such election by Payee is hereby expressly waived as part of the consideration for this loan.  Nothing contained herein shall be construed to restrict the exercise of any other rights or remedies granted to Payee hereunder upon the failure of Maker to perform any provision hereof.

If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs incurred by Payee, including without limitation reasonable attorney’s fees to the fullest extent not prohibited by law, and all expenses incurred in connection with the protection or realization of any collateral, whether or not suit is filed hereon or on any instrument granted a security interest.

Maker hereby expressly acknowledges and represents that the indebtedness (“Note”) is for a business purpose and not consumer or household purposes.

Maker hereby waves demand, presentment for payment, protest, notice of protest, notice of non-payments and any and all lack of diligence or delays in collection or enforcement of this Note, and expressly consents to any extension of time of payment hereof, release of any party primarily or secondarily liable hereunder or any of the security for this Note, acceptance of other parties to be liable for any of the Note or of other security therefore, or any other indulgence or forbearance which may be made, without notice to any party and without in any way affecting the liability of any party.

No failure by Payee to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or any other right any time or from time to time thereafter.

3

This Note shall be construed and enforced according to, and governed by the laws of the State of Arizona.

Any notice required hereunder shall be in writing, and shall be given to the receiving party the notice by personal delivery or by certified mail, postage prepaid, return receipt requested, as follows:

                if to Payee, then addressed to Payee at 1615 East Northern Avenue Suite 102, Phoenix, Arizona 85020, (Tel.(602) 944-1500, Fax (602) 678-0281, with a copy to James W. Reynolds, Esq., Dillingham & Reynolds L.L.P., 5080 North 40^th Street, Suite 335, Phoenix, Arizona 85018, (Tel.(602) 468-1811, Fax (602) 468-0442);

                if to Maker, then addressed to maker at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020, Attn: President, (Tel.(602) 944-1500, Fax (602) 678-0281) with a copy to James B. Aronoff, Esq., Thompson Hine & Flory, LLP, 3900 Key center, 127 Public Square, Cleveland, Ohio 44114 (Tel.(216) 566-5500, Fax (216) 566-5800).

Any party may, be given notice in writing or designate another address as a place for service of notice. Such notices shall be deemed to be received when delivered, if delivered in person, or seven (7) business days after deposited in the United States mails, if mailed as herein above provided.

 By acceptance of this Note, Payee covenants and agrees that, upon payment in full of the then unpaid principal balance of this Note, together with all unpaid interest and other sums payable to Payee under this Note, (a) Note shall be fully satisfied, (b) Payee shall promptly mark this Note as being paid in full, satisfied and discharged and shall return the same to Maker.

RRF LIMITED PARTNERSHIP, a

Delaware limited partnership,

InnSuites Hospitality Trust, General Partner,

an Ohio real estate investment trust

By:	/s/ Marc E. Berg
		Name: Marc E. Berg
		Title: Executive Vice-President

4

EX-10.6

Exhibit 10.6

PROMISSORY NOTE

$1,947,000.00	Phoenix, Arizona
	July 15, 2002
	Note Doc.0715021947

FOR VALUED RECEIVED, and legally bound hereby, INNSUITES HOSPITALITY TRUST (“Maker”), 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 James Wirth (“Payee”), 5700 East Glen Drive, Paradise Valley, Arizona 85253 or such other place as the holder hereof may from time to time designate in writing, the principal sum of ONE MILLION NINE HUNDRED FORTY SEVEN THOUSAND AND NO/100 DOLLARS ($1,947,000.00), bearing interest on the unpaid principal balance 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 to the maturity date on July 15, 2006 (the “Maturity Date”) as follows:

(A)Commencing on July 15, 2003, interest of all accrued but unpaid interest on the outstanding principal balance hereunder shall be added to the outstanding principal balance.

(B)Commencing on August 15, 2003 and thereafter, monthly principal and interest payments in the amount of $13,860.18, (see Attachment A). On the Maturity Date, one payment shall be due and payable in the amount of the then unpaid principal and interest and all other sums and charges due and unpaid by Maker (collectively, the “Note”).

Subject to the requirements and approval of Irwin Union Bank and subject to the cash flow of Maker, upon the sale or refinance of any Trust hotel, twenty (20%) percent of the net proceeds shall be made available at the option of Payee to pay or pre-pay principal and/or accrued but unpaid interest on the outstanding principal balance on this 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 and then applied to further reduce the principal balance of this Note.

This Promissory Note replaces the following ten separate Promissory Notes, each of which has been “rolled” into this Promissory Note.

  1.           $   600,000              Dated August 1, 2000

  2.           $     50,000              Dated August 16, 2000

  3.           $   602,000              Dated August 29, 2000

  4.           $   350,000              Dated September 8, 2000

  5.           $   200,000              Dated September 25, 2000

  6.           $     65,000              Dated October 19, 2000

  7.           $     50,000              Dated October 23, 2000

  8.           $   145,000              Dated November 10, 2000

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 9.            $   574,000              Dated December 8, 2000

                   - 719,000              Principal Paid Down January 12 thru February 1, 2001

10.           $     30,000              Dated April 27, 2001

Total       $1,947,000

Maker may exercise the right at 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 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 would require Payee to proceed against certain property before proceeding against any other property.

Maker and Payee agree with the prior approval of Payee that the Note can be automatically extended for a period of three years for the outstanding principal balance at the Maturity Date. Maker hereby agrees that in the event part of principal or interest is not paid when due or the entire Note is not paid when due, then the rate of interest on this Note shall, at the election of Payee upon ten (10) days prior written notice, each of which is hereby expressly waived, be increased to nine and 00/100 percent (9.00%) per annum or the highest rate for which the parties may agree under applicable law, whichever is less (the “Default Rate”). Maker shall be obligated thereafter to pay interest on the then unpaid principal balance of the Note at the Default Rate, both before and after judgment, to be computed from the due date through and including the date of actual receipt of the overdue payment, whether a payment of interest or the entire Note.  Nothing herein shall be construed as an agreement or privilege to extend the date of the payment or any installment of or the entire Indebtedness, or as a wavier of any other right or remedy accruing to Payee.

In the event that any regular payment of interest herein provided shall not be received by Payee on the date such payment is due, Payee shall have the right to assess Maker a late payment charge in the amount of one-half percent (.5%) of such overdue monthly installment, which shall become due to Payee for the additional cost incurred by Payee by reason of such nonpayment.  The Default Rate will only accrue for periods of delinquent installments except for such when Payee accepts late payments of installments accompanied by a late payment charge as specified above.

Upon any of the following Events of Default, at the election of Payee, the entire unpaid principle balance of the Note, together with all accrued but unpaid interest thereon at the Default Rate and all other sums or changes due hereunder, shall become due and payable:

(a)Maker’s failure to pay when due any installment required to be paid hereunder, on or before the tenth (10^th) day following the applicable due date;

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(b)Maker’s failure to pay when due any other sums required to be paid under this Note, subject to any notice and applicable grace period, if any;

(c)Maker’s breach of any other covenant or agreement herein and such breach remains uncorrected at the expiration of any applicable grace period expressly provided for herein;

(d)Any creditor’s proceeding in which Maker consents to the appointment or a receiver or trustee for any of its property;

(e)if any order, judgment or decree shall be entered, without the consent of Maker, upon an application of a creditor approving the appointment of a receiver or trustee for any of its property, and such order, judgment, decree, or appointment is not dismissed or stayed with an appropriate appeal bond within sixty (60) days following the entry or rendition thereof; or

(f)if Maker (i) makes a general assignment for the benefit of creditors, (ii) fails to pay its debts generally as such debts become due, (iii) is found to be insolvent by a court of competent jurisdiction, (iv) voluntarily files a petition in bankruptcy or a petition or answer seeking readjustment of debts under any state or federal bankruptcy or like law, or (v) any such petition is filed against Maker and is not vacated or dismissed within sixty (60) days after filling thereof.

(g)Maker and Payee agree that no event of default has occurred by effect of (a) through (f) above if the event is a result of law or violates any other agreements that Maker and Payee as President of InnSuites Hospitality Trust.

Notice of such election by Payee is hereby expressly waived as part of the consideration for this loan.  Nothing contained herein shall be construed to restrict the exercise of any other rights or remedies granted to Payee hereunder upon the failure of Maker to perform any provision hereof.

If this Note is not paid when due, whether at maturity or by acceleration, Maker promises to pay all costs incurred by Payee, including without limitation reasonable attorney’s fees to the fullest extent not prohibited by law, and all expenses incurred in connection with the protection or realization of any collateral, whether or not suit is filed hereon or on any instrument granted a security interest.

Maker hereby expressly acknowledges and represents that the indebtedness (“Note”) is for a business purpose and not consumer or household purposes.

Maker hereby waves demand, presentment for payment, protest, notice of protest, notice of non-payments and any and all lack of diligence or delays in collection or enforcement of this

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Note, and expressly consents to any extension of time of payment hereof, release of any party primarily or secondarily liable hereunder or any of the security for this Note, acceptance of other parties to be liable for any of the Note or of other security therefore, or any other indulgence or forbearance which may be made, without notice to any party and without in any way affecting the liability of any party.

No failure by Payee to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or any other right any time or from time to time thereafter.

This Note shall be construed and enforced according to, and governed by the laws of the State of Arizona.

Any notice required hereunder shall be in writing, and shall be given to the receiving party the notice by personal delivery or by certified mail, postage prepaid, return receipt requested, as follows:

                if to Payee, then addressed to Payee at 5700 East Glen Drive, Paradise Valley, Arizona 85253, (Tel.(602) 596-0224, Fax (602) 596-0225), with a copy to James W. Reynolds, Esq., Dillingham & Reynolds L.L.P., 5080 North 40^th Street, Suite 335, Phoenix, Arizona 85018, (Tel.(602) 468-1811, Fax (602) 468-0442);

                if to Maker, then addressed to maker at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020, Attn: President, (Tel.(602) 944-1500, Fax (602) 678-0281) with a copy to James B. Aronoff, Esq., Thompson Hine & Flory, LLP, 3900 Key center, 127 Public Square, Cleveland, Ohio 44114 (Tel.(216) 566-5500, Fax (216) 566-5800).

Any party may, be given notice in writing or designate another address as a place for service of notice. Such notices shall be deemed to be received when delivered, if delivered in person, or seven (7) business days after deposited in the United States mails, if mailed as herein above provided.

 By acceptance of this Note, Payee covenants and agrees that, upon payment in full of the then unpaid principal balance of this Note, together with all unpaid interest and other sums payable to Payee under this Note, (a) Note shall be fully satisfied, (b) Payee shall promptly mark this Note as being paid in full, satisfied and discharged and shall return the same to Maker.

INNSUITES HOSPITALITY TRUST,

an Ohio real estate investment trust

By:	/s/ Marc E. Berg
		Name: Marc E. Berg
		Title: Executive Vice-President

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EX-10.7

Exhibit 10.7

PROMISSORY NOTE

$438,000 July 25, 2002

FOR VALUED RECEIVED, and legally bound hereby, INNSUITES HOSPITALITY TRUST (“Maker”), an Ohio real estate investment trust, having an office at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020 hereby promises to pay to Hulsey Hotels Corporation (“Note Holder”) or order and address as specified below the principal sum of FOUR HUNDRED THIRTY EIGHT THOUSAND AND 00/100 DOLLARS ($438,000), 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)$438,000 amortized over 48 months at 7% interest ($10,488.46/month). This Note is non-recourse secured by 225,390 RRF Limited Partnership Class B units. Monthly installments of interest only to begin August 1, 2002.  Monthly installments of principal and interest to begin on April 1, 2003.

(B)Payments to be made payable to:

Hulsey Hotels Corporation

1615 E. Northern Avenue,

Suite 102

Phoenix, AZ 85020

The 225,390 RRF Limited Partnership Class B units will remain as security for the unpaid balance on the Note. Payments made under this note shall be subject to any current bank or mortgage covenants.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

INNSUITES HOSPITALITY TRUST,

an Ohio real estate investment trust

By:	/s/ Marc E. Berg
		Name: Marc E. Berg
		Title: Secretary Treasurer

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EX-10.8

Exhibit 10.8

PROMISSORY NOTE

$125,000 July 26, 2002

FOR VALUED RECEIVED, and legally bound hereby, INNSUITES HOTELS INC. (“Maker”), a Nevada Corporation, having an office at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020 hereby promises to pay to James F. Wirth (“Note Holder”) or order and address as specified below the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND AND 00/100 DOLLARS ($125,000), 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)$125,000 amortized over 48 months at 7% interest ($2,993.28/month). Monthly installments of interest only to begin August 1, 2002.  Monthly installments of principal and interest to begin on April 1, 2003.

(B)Payments to be made payable to:

James F. Wirth

5700 E Glen Drive

Paradise Valley, AZ 85253

 Payments made under this note shall be subject to any current bank or mortgage covenants.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

INNSUITES HOTELS INC,

a Nevada Corporation

By:	/s/ J.R. Chase
		Name: J.R. Chase
		Title: Secretary Treasurer

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EX-10.9

Exhibit 10.9

PROMISSORY NOTE

$230,000 July 26, 2002

FOR VALUED RECEIVED, and legally bound hereby, INNSUITES HOSPITALITY TRUST (“Maker”), an Ohio real estate investment trust, having an office at 1615 East Northern Avenue, Suite 102, Phoenix, Arizona 85020 hereby promises to pay to James F. Wirth (“Note Holder”) or order and address as specified below the principal sum of TWO HUNDRED THIRTY THOUSAND 00/100 DOLLARS ($230,000), 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)$230,000 amortized over 48 months at 7% interest ($5,507.64/month). This Note is non-recourse secured by 118,513 InnSuites Hospitality Trust shares. Monthly installments of interest only to begin August 1, 2002.  Monthly installments of principal and interest to begin on April 1, 2003.

(B)Payments to be made payable to:

James F. Wirth

5700 E Glen Drive

Paradise Valley, AZ 85253

The 118,513 InnSuites Hospitality Trust shares will remain as security for the unpaid balance on the Note. Payments made under this note shall be subject to any current bank or mortgage covenants.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

INNSUITES HOSPITALITY TRUST,

an Ohio real estate investment trust

By:	/s/ Marc E. Berg
		Name: Marc E. Berg
		Title: Secretary Treasurer

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EX-99.1

Exhibit 99.1

I, James F. Wirth, Chairman, President and Chief Executive Officer of InnSuites Hospitality Trust (the “Trust”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.             The Quarterly Report on Form 10-Q of the Trust for the period ending July 31, 2002 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and

2.             The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

Dated: September 6, 2002

/s/ James F. Wirth
Name:	James F. Wirth
Title:	Chairman, President and Chief
	Executive Officer

EX-99.2

Exhibit 99.2

I, Anthony B. Waters, Chief Financial Officer of InnSuites Hospitality Trust (the “Trust”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.             The Quarterly Report on Form 10-Q of the Trust for the period ending July 31, 2002 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and

2.             The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

Dated: September 6, 2002

/s/ Anthony B. Waters
Name:	Anthony B. Waters
Title:	Chief Financial Officer