Exhibit 10.4


                               GUARANTY AGREEMENT


         THIS  GUARANTY  AGREEMENT  (this  "Agreement")  is made and given as of
January 11, 2002 by FIVE STAR QUALITY CARE,  INC., a Maryland  corporation  (the
"Guarantor"),  for the benefit of each of the entities  identified  on Exhibit A
attached  hereto and made a part  hereof  (together  with their  successors  and
assigns, collectively, the "Landlord").

                              W I T N E S S E T H :

         WHEREAS,  pursuant to a Master Lease Agreement,  dated as of January 7,
2002 (together  with all  amendments,  modifications  and  supplements  thereto,
collectively, the "Master Lease"), the Landlord has agreed to lease to FS Tenant
Holding  Company  Trust  and FS  Tenant  Pool  III  Trust,  both  of  which  are
wholly-owned subsidiaries of the Guarantor (collectively,  the "Tenant") and the
Tenant has agreed to lease from the Landlord,  certain real  property,  together
with certain related  improvements and personal  property,  as more particularly
described in the Master Lease; and

         WHEREAS,  it is a condition  precedent to the Landlord's  entering into
the Master Lease that the Guarantor guarantee all of the payment and performance
obligations of the Tenant with respect to the Master Lease; and

         WHEREAS,  the  transactions  contemplated  by the  Master  Lease are of
direct material benefit to the Guarantor;

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and valuable  consideration,  the mutual receipt and legal  sufficiency of which
are hereby acknowledged, the Guarantor hereby agrees as follows:

         1. Certain Terms.  Capitalized  terms used and not otherwise defined in
this  Agreement  shall have the  meanings  ascribed  to such terms in the Master
Lease.  The Master Lease and the  Incidental  Documents are herein  collectively
referred to as the "Transaction Documents."

         2. Guaranteed  Obligations.  For purposes of this  Agreement,  the term
"Guaranteed  Obligations" shall mean (i) the payment and performance of each and
every  obligation of the Tenant to the Landlord under the Transaction  Documents
or relating thereto,  whether now existing or hereafter arising,  and
<PAGE>

including,  without  limitation,  the  payment  of the full  amount  of the Rent
payable  under the  Master  Lease and (ii) the  repayment  to  Landlord  and its
Affiliated Persons of any and all amounts from time to time advanced or incurred
by Landlord or such Affiliated  Persons in connection with any guaranty or other
agreement  provided by Landlord or such Affiliated  Persons to any  Governmental
Agency to  facilitate  the  licensing  of any  Facility  located upon the Leased
Property.

         3. Representations and Covenants.  The Guarantor represents,  warrants,
covenants, and agrees that:

                  3.1  Incorporation  of  Representations  and  Warranties.  The
representations  and  warranties  of the Tenant and its  Affiliated  Persons set
forth in the  Transaction  Documents  are true and correct on and as of the date
hereof in all material respects.

                  3.2  Performance  of Covenants and  Agreements.  The Guarantor
hereby  agrees to take all lawful  action in its power to cause the Tenant  duly
and  punctually to perform all of the covenants and  agreements set forth in the
Transaction Documents.

                  3.3 Validity of Agreement.  The Guarantor has duly and validly
executed and delivered this  Agreement;  this Agreement  constitutes  the legal,
valid and binding obligation of the Guarantor, enforceable against the Guarantor
in  accordance  with its  terms,  except as the  enforceability  thereof  may be
subject  to  bankruptcy,  fraudulent  conveyance,  insolvency,   reorganization,
moratorium and other laws relating to or affecting  creditors'  rights generally
and   subject   to  general   equitable   principles,   regardless   of  whether
enforceability  is  considered  in a  proceeding  at law or in  equity;  and the
execution,  delivery and performance of this Agreement have been duly authorized
by all  requisite  action of the  Guarantor  and such  execution,  delivery  and
performance  by the  Guarantor  will not  result  in any  breach  of the  terms,
conditions or provisions of, or conflict with or constitute a default under,  or
result in the  creation  of any  lien,  charge  or  encumbrance  upon any of the
property or assets of the  Guarantor  pursuant  to the terms of, any  indenture,
mortgage,  deed of trust,  note,  other evidence of  indebtedness,  agreement or
other  instrument  to  which  it may be a  party  or by  which  it or any of its
property  or assets  may be bound,  or  violate  any  provision  of law,  or any
applicable  order,  writ,  injunction,  judgement  or decree of any court or any
order or other  public  regulation  of any  governmental  commission,  bureau or
administrative agency.
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                  3.4 Payment of Expenses.  The Guarantor  agrees,  as principal
obligor  and not as  guarantor  only,  to pay to the  Landlord  forthwith,  upon
demand,  in  immediately   available  federal  funds,  all  costs  and  expenses
(including reasonable attorneys' fees and disbursements) incurred or expended by
the Landlord in connection with the enforcement of this Agreement, together with
interest on amounts  recoverable under this Agreement from the time such amounts
become due until  payment at the Overdue  Rate.  The  Guarantor's  covenants and
agreements  set forth in this Section 3.4 shall survive the  termination of this
Agreement.

                  3.5 Notices.  The Guarantor  shall promptly give notice to the
Landlord of any event known to it which  might  reasonably  result in a material
adverse change in its financial condition.

                  3.6  Reports.  The  Guarantor  shall  promptly  provide to the
Landlord  each  of the  financial  reports,  certificates  and  other  documents
required of it under the Transaction Documents.

                  3.7 Books and Records.  The Guarantor  shall at all times keep
proper books of record and account in which full, true and correct entries shall
be made of its  transactions  in accordance with generally  accepted  accounting
principles  and shall set aside on its books from its  earnings  for each fiscal
year all such proper reserves,  including reserves for depreciation,  depletion,
obsolescence  and  amortization  of its  properties  during such fiscal year, as
shall be required in accordance with generally accepted  accounting  principles,
consistently  applied,  in  connection  with its business.  The Guarantor  shall
permit access by the Landlord and its agents to the books and records maintained
by the Guarantor during normal business hours and upon reasonable notice.

                  3.8 Taxes, Etc. The Guarantor shall pay and discharge promptly
as they  become due and payable all taxes,  assessments  and other  governmental
charges or levies  imposed upon the  Guarantor or the income of the Guarantor or
upon any of the property, real, personal or mixed, of the Guarantor, or upon any
part  thereof,  as well as all claims of any kind  (including  claims for labor,
materials and supplies)  which, if unpaid,  might by law become a lien or charge
upon any  property  and result in a  material  adverse  change in the  financial
condition of any the Guarantor;  provided, however, that the Guarantor shall not
be  required  to pay any  such  tax,  assessment,  charge,  levy or claim if the
amount,  applicability  or validity thereof shall currently be contested in good
faith by appropriate

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<PAGE>
proceedings  or other  appropriate  actions  promptly  initiated and  diligently
conducted and if the  Guarantor  shall have set aside on its books such reserves
of the  Guarantor,  if any,  with  respect  thereto as are required by generally
accepted accounting principles.

                  3.9 Legal  Existence of Guarantor.  The Guarantor  shall do or
cause to be done all things  necessary  to  preserve  and keep in full force and
effect its legal existence.

                  3.10 Compliance.  The Guarantor shall use reasonable  business
efforts to comply in all material respects with all applicable statutes,  rules,
regulations  and orders  of, and all  applicable  restrictions  imposed  by, all
governmental  authorities  in respect of the  conduct  of its  business  and the
ownership of its property (including,  without limitation,  applicable statutes,
rules,  regulations,  orders and restrictions relating to environmental,  safety
and other similar standards or controls).

                  3.11 Insurance. The Guarantor shall maintain, with financially
sound and  reputable  insurers,  insurance  with respect to its  properties  and
business  against  loss or damage of the kinds  customarily  insured  against by
owners of established  reputation  engaged in the same or similar businesses and
similarly  situated,  in such  amounts and by such methods as shall be customary
for such owners and deemed adequate by the Guarantor.

                  3.12  Financial  Statements,  Etc.  The  financial  statements
previously  delivered  to the  Landlord  by the  Guarantor  fairly  present  the
financial  condition of the  Guarantor in  accordance  with  generally  accepted
accounting  principles  consistently  applied  and  there  has been no  material
adverse change from the date thereof through the date hereof.

                  3.13 No Change in Control.  The Guarantor shall not permit the
occurrence  of any  direct or  indirect  Change in  Control of the Tenant or the
Guarantor.

         4. Guarantee. The Guarantor hereby unconditionally  guarantees that the
Guaranteed Obligations which are monetary obligations shall be paid in full when
due and  payable,  whether upon demand,  at the stated or  accelerated  maturity
thereof  pursuant  to any  Transaction  Document,  or  otherwise,  and  that the
Guaranteed  Obligations  which  are  performance   obligations  shall  be  fully
performed  at the times and in the manner  such  performance  is required by the
Transaction  Documents.  With

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<PAGE>
respect to the  Guaranteed  Obligations  which are  monetary  obligations,  this
guarantee  is a guarantee of payment and not of  collectibility  and is absolute
and in no way  conditional  or  contingent.  In case any part of the  Guaranteed
Obligations  shall not have been paid when due and payable or  performed  at the
time performance is required, the Guarantor shall, within five (5) Business Days
after  receipt  of  notice  from  the  Landlord,  pay or cause to be paid to the
Landlord  the amount  thereof as is then due and payable  and unpaid  (including
interest and other charges,  if any, due thereon  through the date of payment in
accordance  with the  applicable  provisions  of the  Transaction  Documents) or
perform  or  cause to be  performed  such  obligations  in  accordance  with the
Transaction Documents.

         5. Set-Off.  The Guarantor hereby authorizes the Landlord,  at any time
and without notice to set off the whole or any portion or portions of any or all
sums  credited by or due from the Landlord to it against  amounts  payable under
this  Agreement.  The Landlord shall  promptly  notify the Guarantor of any such
set-off  made by the Landlord  and the  application  made by the Landlord of the
proceeds thereof.

         6.  Unenforceability of Guaranteed  Obligations,  Etc. If the Tenant is
for any reason  under no legal  obligation  to discharge  any of the  Guaranteed
Obligations  (other than  because the same have been  previously  discharged  in
accordance with the terms of the Transaction Documents),  or if any other moneys
included in the Guaranteed Obligations have become unrecoverable from the Tenant
by operation of law or for any other reason, including,  without limitation, the
invalidity or irregularity  in whole or in part of any Guaranteed  Obligation or
of any  Transaction  Document or any  limitation  on the liability of the Tenant
thereunder not  contemplated by the  Transaction  Documents or any limitation on
the method or terms of payment  thereunder  which may now or hereafter be caused
or imposed in any manner whatsoever,  the guarantees contained in this Agreement
shall nevertheless remain in full force and effect and shall be binding upon the
Guarantor  to the same  extent  as if the  Guarantor  at all  times had been the
principal debtor on all such Guaranteed Obligations.

         7.  Additional  Guarantees.  This Agreement shall be in addition to any
other  guarantee or other security for the Guaranteed  Obligations  and it shall
not be prejudiced or rendered  unenforceable by the invalidity of any such other
guarantee  or  security  or by any waiver,  amendment,  release or  modification
thereof.

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<PAGE>
         8. Consents and Waivers, Etc. The Guarantor hereby acknowledges receipt
of  correct  and  complete  copies  of each of the  Transaction  Documents,  and
consents  to all of the terms and  provisions  thereof,  as the same may be from
time to time  hereafter  amended  or changed  in  accordance  with the terms and
conditions  thereof,  and, except as otherwise  provided herein,  to the maximum
extent permitted by applicable law, waives (a) presentment,  demand for payment,
and  protest  of  nonpayment,  of any  principal  of or  interest  on any of the
Guaranteed  Obligations,  (b)  notice of  acceptance  of this  Agreement  and of
diligence,  presentment, demand and protest, (c) notice of any default hereunder
and any default,  breach or  nonperformance or Event of Default under any of the
Guaranteed  Obligations or the Transaction  Documents,  (d) notice of the terms,
time and place of any private or public sale of any collateral  held as security
for the Guaranteed Obligations, (e) demand for performance or observance of, and
any  enforcement  of any provision of, or any pursuit or exhaustion of rights or
remedies   against  the  Tenant  or  any  other   guarantor  of  the  Guaranteed
Obligations,  under or pursuant to the Transaction  Documents,  or any agreement
directly or indirectly  relating  thereto and any  requirements  of diligence or
promptness  on  the  part  of  the  holders  of the  Guaranteed  Obligations  in
connection  therewith,  and (f) to the extent the Guarantor  lawfully may do so,
any and all demands and notices of every kind and  description  with  respect to
the foregoing or which may be required to be given by any statute or rule of law
and any defense of any kind which it may now or  hereafter  have with respect to
this  Agreement,   or  any  of  the  Transaction  Documents  or  the  Guaranteed
Obligations  (other than that the same have been  discharged in accordance  with
the Transaction Documents).

         9. No  Impairment,  Etc. The  obligations,  covenants,  agreements  and
duties of the Guarantor  under this Agreement  shall not be affected or impaired
by any  assignment  or  transfer  in whole  or in part of any of the  Guaranteed
Obligations  without notice to the  Guarantor,  or any waiver by the Landlord or
any holder of any of the Guaranteed  Obligations or by the holders of all of the
Guaranteed  Obligations  of the  performance  or observance by the Tenant or any
other  guarantor  of any of  the  agreements,  covenants,  terms  or  conditions
contained in the  Guaranteed  Obligations  or the  Transaction  Documents or any
indulgence  in or the  extension  of the time for  payment  by the Tenant or any
other  guarantor  of  any  amounts  payable  under  or in  connection  with  the
Guaranteed  Obligations or the Transaction  Documents or any other instrument or
agreement relating to the Guaranteed  Obligations or of the time for performance
by the

                                      -6-
<PAGE>
Tenant or any other guarantor of any other  obligations  under or arising out of
any of the  foregoing  or the  extension  or renewal  thereof  (except that with
respect  to any  extension  of time for  payment  or  performance  of any of the
Guaranteed  Obligations  granted  by the  Landlord  or any other  holder of such
Guaranteed  Obligations  to the Tenant,  the  Guarantor's  obligations to pay or
perform such  Guaranteed  Obligation  shall be subject to the same  extension of
time for  performance),  or the modification or amendment  (whether  material or
otherwise)  of any duty,  agreement  or  obligation  of the  Tenant or any other
guarantor set forth in any of the  foregoing,  or the  voluntary or  involuntary
sale or other  disposition of all or substantially  all the assets of the Tenant
or any other guarantor or insolvency,  bankruptcy,  or other similar proceedings
affecting  the Tenant or any other  guarantor or any assets of the Tenant or any
such other  guarantor,  or the  release or  discharge  of the Tenant or any such
other guarantor from the  performance or observance of any agreement,  covenant,
term or condition  contained in any of the foregoing  without the consent of the
holders of the  Guaranteed  Obligations by operation of law, or any other cause,
whether similar or dissimilar to the foregoing.

         10. Reimbursement, Subrogation, Etc. The Guarantor hereby covenants and
agrees  that  it  will  not  enforce  or   otherwise   exercise  any  rights  of
reimbursement,  subrogation,  contribution  or other similar  rights against the
Tenant (or any other person  against whom the Landlord may proceed) with respect
to the Guaranteed  Obligations prior to the payment in full of all amounts owing
with respect to the Master Lease,  and until all  indebtedness  of the Tenant to
the  Landlord  shall have been paid in full,  the  Guarantor  shall not have any
right of  subrogation,  and the  Guarantor  waives any defense it may have based
upon any election of remedies by the  Landlord  which  destroys its  subrogation
rights or its rights to proceed against the Tenant for reimbursement, including,
without limitation, any loss of rights the Guarantor may suffer by reason of any
rights,  powers or remedies of the Tenant in connection with any anti-deficiency
laws or any other laws limiting,  qualifying or discharging the  indebtedness to
the Landlord.  Until all  obligations of the Tenant  pursuant to the Transaction
Documents  shall have been paid and  satisfied in full,  the  Guarantor  further
waives any right to enforce any remedy  which the Landlord now has or may in the
future have against the Tenant,  any other guarantor or any other person and any
benefit of, or any right to  participate  in, any security  whatsoever now or in
the future held by the Landlord.


                                      -7-
<PAGE>
         11.  Defeasance.  This  Agreement  shall  terminate at such time as the
Guaranteed  Obligations  have  been  paid and  performed  in full and all  other
obligations  of the  Guarantor to the Landlord  under this  Agreement  have been
satisfied in full;  provided,  however,  if at any time,  all or any part of any
payment applied on account of the Guaranteed Obligations is or must be rescinded
or  returned  for any reason  whatsoever  (including,  without  limitation,  the
insolvency,  bankruptcy or reorganization of the Tenant), this Agreement, to the
extent such payment is or must be rescinded or returned, shall be deemed to have
continued in existence notwithstanding any such termination.

         12. Notices.  (a) Any and all notices,  demands,  consents,  approvals,
offers,  elections  and other  communications  required or permitted  under this
Agreement shall be deemed  adequately  given if in writing and the same shall be
delivered either in hand, by telecopier with written  acknowledgment of receipt,
or by mail or Federal Express or similar expedited commercial carrier, addressed
to the recipient of the notice, postpaid and registered or certified with return
receipt  requested  (if by mail),  or with all  freight  charges  prepaid (if by
Federal Express or similar carrier).

         (b) All notices  required or  permitted to be sent  hereunder  shall be
deemed to have been given for all  purposes of this  Agreement  upon the date of
acknowledged  receipt, in the case of a notice by telecopier,  and, in all other
cases,  upon the date of receipt or  refusal,  except that  whenever  under this
Agreement a notice is either received on a day which is not a Business Day or is
required  to be  delivered  on or before a specific  day which is not a Business
Day, the day of receipt or required delivery shall  automatically be extended to
the next Business Day.

         (c)  All such notices shall be addressed,

         if to the Landlord to:

                  c/o Senior Housing Properties Trust
                  400 Centre Street
                  Newton, Massachusetts  02458
                  Attn:  Mr. David J. Hegarty
                  [Telecopier No. (617) 796-8349]

                                      -8-
<PAGE>

         if to the Guarantor to:

                  Five Star Quality Care, Inc.
                  400 Centre Street
                  Newton, Massachusetts  02458
                  Attn:  Mr. Evrett W. Benton
                  [Telecopier No. (617) 332-2261]

         (d) By notice given as herein  provided,  the parties  hereto and their
respective  successor  and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective  addresses
effective  upon receipt by the other  parties of such notice and each shall have
the right to specify as its address any other  address  within the United States
of America.

         13.  Successors  and  Assigns.  Whenever in this  Agreement  any of the
parties  hereto is referred  to, such  reference  shall be deemed to include the
successors and assigns of such party,  including without limitation the holders,
from  time to time,  of the  Guaranteed  Obligations;  and all  representations,
warranties,  covenants and agreements by or on behalf of the Guarantor which are
contained  in this  Agreement  shall  inure  to the  benefit  of the  Landlord's
successors and assigns,  including without  limitation said holders,  whether so
expressed or not.

         14. Applicable Law. Except as to matters regarding the internal affairs
of the Landlord and issues of or  limitations  on any personal  liability of the
shareholders and trustees of the Landlord for obligations of the Landlord, as to
which  the laws of the State of  Maryland  shall  govern,  this  Agreement,  the
Transaction  Documents  and any other  instruments  executed  and  delivered  to
evidence,  complete or perfect the transactions  contemplated hereby and thereby
shall be  interpreted,  construed,  applied and enforced in accordance  with the
laws of The  Commonwealth  of  Massachusetts  applicable  to  contracts  between
residents  of   Massachusetts   which  are  to  be  performed   entirely  within
Massachusetts,  regardless  of (i)  where any such  instrument  is  executed  or
delivered;  or (ii) where any payment or other performance  required by any such
instrument  is made or  required  to be made;  or (iii)  where any breach of any
provision  of any such  instrument  occurs,  or any  cause of  action  otherwise
accrues;  or (iv) where any action or other proceeding is instituted or pending;
or (v) the nationality,  citizenship,  domicile, principal place of business, or
jurisdiction of organization or  domestication of any party; or (vi) whether the
laws of the forum jurisdiction  otherwise would apply the laws of

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a  jurisdiction  other  than The  Commonwealth  of  Massachusetts;  or (vii) any
combination of the foregoing.

         15.  Arbitration.  The Landlord or the Guarantor may elect to submit to
arbitration any dispute hereunder that has an amount in controversy in excess of
$250,000.  Any such dispute shall be resolved in accordance  with the Commercial
Arbitration  Rules of the American  Arbitration  Association then pertaining and
the decision of the  arbitrators  with respect to such dispute shall be binding,
final and conclusive on the parties.

         In the event the  Landlord or the  Guarantor  shall elect to submit any
such dispute to arbitration hereunder, the Landlord and the Guarantor shall each
appoint and pay all fees of a fit and  impartial  person as  arbitrator  with at
least ten (10) years'  recent  professional  experience  in the general  subject
matter of the dispute.  Notice of such  appointment  shall be sent in writing by
each party to the other, and the arbitrators so appointed, in the event of their
failure to agree  within  thirty (30) days after the  appointment  of the second
arbitrator upon the matter so submitted,  shall appoint a third  arbitrator.  If
either the  Landlord or the  Guarantor  shall fail to appoint an  arbitrator  as
aforesaid for a period of twenty (20) days after  written  notice from the other
party to make  such  appointment,  then the  arbitrator  appointed  by the party
having made such appointment  shall appoint a second  arbitrator and the two (2)
so  appointed  shall,  in the event of their  failure to agree upon any decision
within  thirty  (30)  days  thereafter,  appoint  a  third  arbitrator.  If such
arbitrators  fail to agree upon a third  arbitrator  within forty five (45) days
after the appointment of the second arbitrator, then such third arbitrator shall
be appointed by the American Arbitration Association from its qualified panel of
arbitrators,  and  shall be a person  having  at least  ten (10)  years'  recent
professional  experience as to the subject  matter in question.  The fees of the
third  arbitrator and the expenses  incident to the  proceedings  shall be borne
equally between the Landlord and the Guarantor,  unless the  arbitrators  decide
otherwise.  The fees of respective counsel engaged by the parties,  and the fees
of expert witnesses and other witnesses called for the parties, shall be paid by
the  respective  party  engaging  such  counsel  or  calling  or  engaging  such
witnesses.

         The decision of the  arbitrators  shall be rendered  within thirty (30)
days  after  appointment  of the third  arbitrator.  Such  decision  shall be in
writing and in duplicate, one counterpart thereof to be delivered to Sublandlord
and one to  Subtenant.  A judgment of a court of competent  jurisdiction  may

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<PAGE>
be entered upon the award of the  arbitrators  in accordance  with the rules and
statutes applicable thereto then obtaining.

         The  Landlord  and the  Guarantor  acknowledge  and agree that,  to the
extent any such dispute shall involve any Manager and be subject to  arbitration
pursuant to such Manager's Management Agreement,  the Landlord and the Guarantor
shall  cooperate to consolidate  any such  arbitration  hereunder and under such
Management Agreement into a single proceeding.

         16.  Modification  of  Agreement.  No  modification  or  waiver  of any
provision of this  Agreement,  nor any consent to any departure by the Guarantor
therefrom,  shall in any event be effective  unless the same shall be in writing
and signed by the Landlord,  and such  modification,  waiver or consent shall be
effective only in the specific instances and for the purpose for which given. No
notice to or demand on the  Guarantor in any case shall entitle the Guarantor to
any  other  or  further  notice  or  demand  in  the  same,   similar  or  other
circumstances.  This  Agreement  may not be amended  except by an  instrument in
writing  executed by or on behalf of the party against whom  enforcement of such
amendment is sought.

         17. Waiver of Rights by the Landlord. Neither any failure nor any delay
on the Landlord's  part in exercising any right,  power or privilege  under this
Agreement  shall  operate  as a waiver  thereof,  nor shall a single or  partial
exercise  thereof  preclude any other or further exercise or the exercise of any
other right, power or privilege.

         18.  Severability.  In case any one or more of the provisions contained
in this Agreement  should be invalid,  illegal or  unenforceable in any respect,
the validity,  legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby,  but this Agreement
shall be reformed and construed and enforced to the maximum extent  permitted by
applicable law.

         19. Entire  Contract.  This Agreement  constitutes the entire agreement
between the parties  hereto with respect to the subject  matter hereof and shall
supersede  and  take the  place of any  other  instruments  purporting  to be an
agreement of the parties hereto relating to the subject matter hereof.

         20. Headings; Counterparts. Headings in this Agreement are for purposes
of reference  only and shall not limit or otherwise  affect the meaning  hereof.
This  Agreement  may be  executed in any number of  counterparts,  each of which
shall be

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<PAGE>
an original,  but all of which together shall constitute one instrument,  and in
pleading or proving any provision of this  Agreement,  it shall not be necessary
to produce more than one of such counterparts.

         21. Remedies  Cumulative.  No remedy herein conferred upon the Landlord
is intended to be exclusive of any other remedy, and each and every remedy shall
be cumulative and shall be in addition to every other remedy given  hereunder or
now or hereafter existing at law or in equity or by statute or otherwise.

         22.  NON-LIABILITY OF TRUSTEES.  THE DECLARATIONS OF TRUST ESTABLISHING
CERTAIN OF THE PARTIES COMPRISING LANDLORD,  COPIES OF WHICH,  TOGETHER WITH ALL
AMENDMENTS THERETO (THE  "DECLARATIONS"),  ARE DULY FILED WITH THE DEPARTMENT OF
ASSESSMENTS  AND TAXATION OF THE STATE OF MARYLAND,  PROVIDE THAT THE NAMES "CCC
FINANCING I TRUST,"  "CCC OF KENTUCKY  TRUST," "CCC OHIO  HEALTHCARE  TRUST" AND
"CCC  PUEBLO  NORTE  TRUST"  REFER  TO  THE  TRUSTEES  UNDER  THE   DECLARATIONS
COLLECTIVELY AS TRUSTEES,  BUT NOT  INDIVIDUALLY OR PERSONALLY,  ANY AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER,  EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL BE HELD
TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST,  SUCH ENTITIES.  ALL PERSONS  DEALING WITH SUCH  ENTITIES,  IN ANY WAY,
SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.





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                                      -12-
<PAGE>

         WITNESS  the  execution  hereof  under seal as of the date above  first
written.

                                              FIVE STAR QUALITY CARE, INC.,
                                              a Maryland corporation


                                              By: /s/ Bruce J. Mackey Jr.
                                                   Its: Treasurer and Chief
                                                   Financial Officer

                                      -13-
<PAGE>
                                    EXHIBIT A

                                  The Landlord


CCC Financing I Trust
CCC Financing Limited, L.P.
CCC Investments I, L.L.C.
CCC of Kentucky Trust
CCC Ohio Healthcare Trust
CCC Pueblo Norte Trust
CCC Retirement Communities II, L.P.
CCCP Senior Living LLC
CCDE Senior Living LLC
CCFL Senior Living LLC
CCOP Senior Living LLC
CCSL Senior Living LLC
Leisure Park Venture Limited Partnership
LTJ Senior Communities LLC
Panther Holdings Level I, L.P.