**Exhibit 10.3**

 

INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT (the“Agreement”), dated as of February 3, 2004, is made by and betweenInnSuites Hospitality Trust (“Indemnitor” or “Trust”) and each of the followingOfficers and Trustees of InnSuites Hospitality Trust:  James F. Wirth, Marc E. Berg, Steven S. Robson,Stephen A. McConnell, Peter A. Thoma, Anthony B. Waters(“Indemnitee”).   

 

**WITNESSETH**:

 

WHEREAS, Indemnitee is an officerand/or a Trustee and/or a member of a committee of the Board of Indemnitor.

 

WHEREAS, in consideration ofIndemnitee serving as such officer, committee member and/or Trustee, theIndemnitor has agreed to indemnify the Indemnitee with respect to certainliabilities resulting from such service (the “Indemnified Obligations”).

 

NOW, THEREFORE, for good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, and intending to be legally bound hereby, Indemnitor agrees asfollows:

 

### 1.                                       Indemnity.

###  

The Trust shall indemnifyIndemnitee against all liabilities and expenses, including amounts paid insatisfaction of judgments, in compromise or as fines and penalties, and counselfees, reasonably incurred by him in connection with the defense or dispositionof any action, suit or other proceeding by the Trust or any other person,whether civil or criminal, in which he may be involved or with which he may bethreatened, while in office or thereafter, by reason of his being or havingbeen such a Trustee, officer, employee or agent, except in respect of anymatter as to which he shall have been adjudicated to have acted in bad faith orwith willful misconduct or reckless disregard of his duties or gross negligenceor not to have acted in good faith in the reasonable belief that his action wasin the best interests of the Trust; provided, however, that as to any matterdisposed of by a compromise payment by Indemnitee pursuant to a consent decreeor otherwise, no indemnification either for said payment or for any otherexpenses shall be provided unless the Trust shall have received a writtenopinion from counsel approved by the Trust to the effect that if the foregoingmatters had been adjudicated, they would likely have been adjudicated in favorof Indemnitee or unless a meeting of the Trustees at which quorum consisting ofTrustees who are not parties to or threatened with such action, suit or otherproceeding shall make such a determination. The rights accruing to Indemnitee under this Agreement shall not excludeany other right to which he may be lawfully entitled; provided, however, thatIndemnitee may satisfy any right of indemnity or reimbursement granted hereinor to which he may be otherwise entitled only out of the Trust property.  The Trust may make advance payments inconnection with

 

----

 

indemnification under thisAgreement, provided that Indemnitee shall have given a written undertaking toreimburse the Trust in the event it is subsequently determined that he is notentitled to such indemnification.  

 

The level of the indemnificationshall be to the full extent of the net equity based on appraised and/or marketvalue of the Indemnitor. 

 

### 2.                                       Representationsand Warranties.

###  

Indemnitor hereby represents andwarrants to the Indemnitee (which representations and warranties shall survivethe execution and delivery of this Agreement) that Indemnitor has taken allaction required to make this Agreement its valid and binding obligation, andthis Agreement is the valid and binding obligation of the Indemnitor,enforceable against the Indemnitor in accordance with its terms.

 

### 3.                                       Termof Agreement:  Miscellaneous

 

#### A.            This Agreement shallcontinue in force until the date that all Indemnified Obligations have beenpaid or discharged.

####  

#### B.            This Agreement shallbe interpreted and the rights and liabilities of the parties hereto determinedin accordance with the laws of the State of Arizona.  

####  

#### C.            This Agreementcontains all the terms and conditions of the agreement between the Indemniteeand Indemnitor.  The terms andprovisions of this Agreement may not be waived, altered, modified or amendedexcept in writing duly executed by the party to be charged thereby.

####  

#### D.            Any notice shall bedirected to the parties at the following addresses:

####  

| If to Indemnitor:     | InnSuites Hospitality Trust       |
|-----------------------|-----------------------------------|
|                  | 1615 E. Northern Avenue |
|                  | Suite 102                    |
|                  | Phoenix, Arizona  85020 |
|                  | Attention:  President        |
|                  |                              |
| with a copy to:       | James B. Aronoff, Esq.       |
|                  | Thompson Hine & Flory LLP     |
|                  | 3900 Key Center              |
|                  | 127 Public Square                 |
|                  | Cleveland, Ohio  44114  |
|                  |                              |
| If to the Indemnitee: | C/O InnSuites Hospitality Trust   |
|                  |                              |
| with a copy to:       | James Reynolds, Esq.         |
|                  | Dillingham Reynolds               |
|                  | 5080 N. 40th  Street    |
|                  | Suite 335                    |

 

----

 
|   | Phoenix,  AZ  85018 |
|--------|-------------------------------|

 

#### E.             None of the partiesto this Agreement shall have the right to assign, transfer, convey, and/orotherwise sell (or enter into any agreement to do the same), directly orindirectly, any interest it may have in or under this Agreement without firsthaving obtained the written consent of the other parties, which consent may bewithheld in such party’s sole and absolute discretion.

####  

#### F.             Neither thisAgreement nor any term hereof may be changed, waived, discharged, or terminatedorally, but only by an instrument in writing signed by the party against whomthe enforcement of the change, waiver, discharge, or termination is sought or,in the case of a default, by the non-defaulting party or parties.

####  

#### G.            The captions andarticle headings included in this Agreement are for convenience only, do notconstitute part of this Agreement, and shall not be considered or referred toin interpreting the provisions of this Agreement.

####  

#### H.            This Agreement maybe executed in two or more counterparts, each of which shall be deemed to be anoriginal, but all of which shall constitute one and the same instrument.  The submission of a signature page transmittedby facsimile (or similar electronic transmission facility) shall be consideredas an “original” signature page for purposes of this Agreement so long as theoriginal signature page is thereafter transmitted by mail or by other deliveryservice and the original signature page is substituted for the facsimilesignature page in the original and duplicate originals of this Agreement.

####  

IN WITNESS WHEREOF, the undersignedhas duly executed this Agreement as of the 3rd day of February 2004.

 

 
|   | **INDEMNITOR**:              |
|--------|------------------------------|
|   |                         |
|   | INNSUITES  HOSPITALITY TRUST |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ James  Wirth |
|   |                         | James Wirth,  President |

 

----

 
|   |   | **INDEMNITEE**:                |
|--------|--------|--------------------------------|
|   |   |                           |
|   |   | /s/  James F. Wirth       |
|   |   | James F.  Wirth           |
|   |   |                           |
|   |   | /s/  Marc E. Berg         |
|   |   | Marc E.  Berg             |
|   |   |                           |
|   |   |                           |
|   |   | /s/  Steven S. Robson     |
|   |   | Steven S.  Robson         |
|   |   |                           |
|   |   |                           |
|   |   | /s/  Peter A. Thoma       |
|   |   | Peter A.  Thoma           |
|   |   |                           |
|   |   |                           |
|   |   | /s/  Stephen A. McConnell |
|   |   | Stephen A.  McConnell     |
|   |   |                           |
|   |   |                           |
|   |   | /s/  Anthony B. Waters    |
|   |   | Anthony B.  Waters        |

 

**INDEMNIFICATION AGREEMENT**

 

THISINDEMNIFICATION AGREEMENT (the “Agreement”), dated as of February 3, 2004, ismade by and between InnSuites Hospitality Trust (“Indemnitor” or “Trust”) andeach of the following Officers and Trustees of InnSuites HospitalityTrust:  James F. Wirth,Marc E. Berg, Steven S. Robson, Peter A. Thoma, Stephen A.McConnell, Anthony B. Waters (“Indemnitee”).

 

4

----