**Exhibit
      10.6**





**SALES
      AND PROJECT COORDINATION AGREEMENT**





This
      Sales and Project Coordination Agreement (this “Agreement”) is made as of the
      1st day of March, 2006, by and between Rare Earth Development Company, an
      Arizona corporation, and InnSuites Hospitality Trust, an Ohio real estate
      investment trust.





WHEREAS,
      Rare Earth Development Company is owned by the Wirth family, including Pam
      Barnhill, Division Vice President of Rare Earth Development Company and daughter
      of James Wirth;





WHEREAS,
      Rare Earth Development Company, through its division Rare Earth Realty, is
      a
      licensed Arizona Real Estate Broker and a Multiple Listing Service (MLS)
      agent;





WHEREAS,
      James Wirth is President of both Rare Earth Development Company and InnSuites
      Hospitality Trust; and





WHEREAS,
      InnSuites Hospitality Trust is in the process of converting certain hotel units
      into condo-hotel units (the “Project”).





NOW,
      THEREFORE, subject to the terms, conditions, covenants and provisions of this
      Agreement, Rare Earth Development Company and InnSuites Hospitality Trust
      mutually covenant and agree as follows:





I.  SERVICES
      PROVIDED





Upon
      the
      terms and subject to the conditions of this Agreement, Rare Earth Development
      Company will provide the following services to InnSuites Hospitality Trust
      with
      respect to hotel properties owned or controlled by InnSuites Hospitality Trust
      and designated by its Board of Trustees for conversion into condo-hotel
      units:





A.  Project
      coordination, including, without limitation, working with engineers, architects,
      consultants, contractors and government officials, and applying for and
      obtaining required approvals, licenses and permits for the Project.





B.  Marketing
      coordination, including, without limitation, developing and placing
      advertisements in an cost-effective manner. The cost of such advertisements
      will
      be borne by InnSuites Hospitality Trust.





C.  Sales,
      including Multiple Listing Service (MLS) listings.





D.  Financing
      and closing coordination with individual buyers, including, without limitation,
      coordination of the Arizona Department of Real Estate subdivision approval
      with
      the title company.











II.  CONSIDERATION





A.  InnSuites
      Hospitality Trust agrees to pay Rare Earth Development Company a fee equal
      to
      6.0% of the sales price of each condo-hotel unit, payable contingent upon the
      sale and closing of the related condo-hotel unit.





B.  Rare
      Earth Development Company agrees to split any fees with unaffiliated brokers
      on
      a 50/50 basis.





C.  If
      InnSuites Hospitality Trust provides seller financing for a sale of a
      condo-hotel unit, Rare Earth Development Company will defer the payment of
      its
      brokerage fee over a two-year period (with 1/3 payable at closing, 1/3 payable,
      with interest at the contract rate, on the first anniversary of closing, and
      1/3
      payable, with





interest
      at the contract rate, on the second anniversary of closing, provided, in each
      case, that the buyer is not in default of its obligations to InnSuites
      Hospitality Trust).





III.  TERM





This
      Agreement shall become effective as of the date hereof and shall remain in
      force
      until March 1, 2008. This Agreement may be terminated prior to that date by
      either party upon 90 days prior written notice to the other party.





IV.  MISCELLANEOUS





A.  This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all previous negotiations, commitments
      and writings with respect to such subject matter.





B.  This
      Agreement may be executed in a number of identical counterparts. If so executed,
      each of such counterparts is to be deemed an original for all purposes and
      all
      such counterparts shall, collectively, constitute one agreement.





C.  The
      validity, interpretation and performance of this Agreement and any dispute
      connected herewith shall be governed and construed in accordance with the laws
      of the State of Arizona.





D.  This
      Agreement shall not be assignable, in whole or in part, directly or indirectly
      without the prior written consent of the other party.





[Remainder
      of Page Left Blank Intentionally]





**IN
        WITNESS WHEREOF** ,
        the
        parties have executed this Agreement as of the date first written
        above.
  **RARE
                  EARTH DEVELOPMENT COMPANY**
                
                
                
                By:/s/
                  James F. Wirth
                James
                  F. Wirth
                President
              **INNSUITES
                  HOSPITALITY TRUST**
                
                
                
                By:/s/
                  Marc E. Berg
                Marc
                  E. Berg
                Executive
                  Vice
                  President