**EXHIBIT 10.1**

**THIRDAMENDMENT TO SECOND AMENDED AND RESTATED LEASE AGREEMENT**

**THIS THIRD AMENDMENT TO SECOND AMENDED ANDRESTATED LEASE AGREEMENT**(this “Amendment”) is made and enteredinto as of December 30**,**2005 by andamong (i) each of the parties identified on the signature page hereof aslandlord (collectively, “Landlord”), and (ii) **FIVE STAR QUALITY CARE TRUST,**a Maryland business trust, astenant (“Tenant”).

**W**ITNESSETH:

**WHEREAS,**pursuant to the termsof that certain Second Amended and Restated Lease Agreement, dated as ofNovember 19, 2004, as amended by that certain First Amendment of Lease, datedas of May 17, 2005, as further amended by that certain Second Amendment toSecond Amended and Restated Lease Agreement dated as of June 3, 2005 (as soamended, the “Amended Lease”), Landlord leases to Tenant and Tenantleases from Landlord certain premises at various locations, including thosepremises as more particularly described on Exhibit A attached hereto(the “Valley View Premises”); and

**WHEREAS,**Landlord and Tenant nowwish to terminate the Amended Lease with respect to the Valley View Premisesand to amend the Amended Lease, subject to and upon the terms and conditionshereinafter provided;

**NOW, THEREFORE,**in considerationof the mutual covenants herein contained and other good and valuableconsideration, the mutual receipt and legal sufficiency of which are herebyacknowledged, Landlord and Tenant hereby agree as follows:

1.             Tenant represents and warrants that Tenant has notassigned the Amended Lease with respect to the Valley View Premises or subletall or any portion of the Valley View Premises or otherwise granted the rightto occupy all or any portion of the Valley View Premises to any person orentity.

2.             Effective as of the date hereof, the Amended Lease isterminated with respect to the Valley View Premises and no party shall have anyfurther rights or liabilities thereunder with respect to the Valley ViewPremises, except those rights and liabilities which by their terms survivetermination of the Amended Lease.

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3.             Exhibit A-7 of the Amended Lease is hereby amended bydeleting it in its entirety and inserting **“[INTENTIONALLY DELETED]”**inits place.

4.             As partially terminated and amended hereby, the AmendedLease is hereby ratified and confirmed.

**[SIGNATUREPAGES FOLLOW]**

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**IN WITNESS WHEREOF,**Landlord andTenant have caused this Amendment to be duly executed, as a sealed instrument,as of the date first set forth above.
|            | **LANDLORD:**                      |
|------------|------------------------------------|
| ** ** | ** **                         |
| ** ** | **ELLICOTT  CITY LAND I LLC,**     |
| ** ** | **ELLICOTT  CITY LAND II LLC,**    |
| ** ** | **HRES2  PROPERTIES TRUST,**       |
| ** ** | **SNH CHS  PROPERTIES TRUST,**     |
| ** ** | **SPTIHS  PROPERTIES TRUST, SPT-** |
| ** ** | **MICHIGAN  TRUST, SPTMNR**        |
| ** ** | **PROPERTIES  TRUST, SNH/LTA**     |
| ** ** | **PROPERTIES  TRUST, and SNH/LTA** |
| ** ** | **PROPERTIES  GA LLC**             |
|       |                               |   |
|       |                               |   |
|       | By:                                | /s/ John R. Hoadley |
|       |                               | John R. Hoadley |
|       |                               | Treasurer of  each of the |
|       |                               | foregoing  entities |
| ** ** |                               |   |
| ** ** | **TENANT:**                        |
| ** ** |                               | ** ** |
| ** ** | **FIVE  STAR QUALITY CARE TRUST**  |
|       |                               |   |
|       | By:                                | /s/ Bruce J. Mackey Jr. |
|       |                               | Bruce J. Mackey  Jr. |
|       |                               | Treasurer, Chief |
|       |                               | Financial Officer |
|       |                               | and Assistant Secretary |

 

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The following exhibithas been omitted and will be supplementally furnishedto the Securities and Exchange Commission upon request:

EXHIBITA — The Valley View Premises

 

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