Exhibit 10.127

LOAN AGREEMENT
by and betweenPOMACY CORPORATION,
as Borrower,
andSNH ALT MORTGAGED PROPERTIES TRUST,
as Lender



Dated as of February 28, 2003

_________________________________

---



A -     Due Diligence Information and Diligence
Dates

B -     Excluded Assets

C -     Outstanding Title Matters

D -     Permitted Control Persons

E -     Form of Note

F -     Form of Guaranty

G -     Form of Mortgage

H -     Form of Lease Assignment

I -     Form of Contract Assignment

J -     Form of UCC Financing Statement

K -     Form of Environmental Indemnity

L -     Form of Stock Pledge

---

LOAN AGREEMENT

THIS LOAN AGREEMENT is made and entered as of February 28, 2003, by and
between POMACY CORPORATION, a Delaware corporation ("Borrower"), and SNH
ALT MORTGAGED PROPERTIES TRUST, a Maryland real estate investment trust
("Lender").

W I T N E S S E T H:

WHEREAS, Borrower is the owner and operator of the Facilities (this and
other capitalized terms used herein having the meanings ascribed to such terms
in Article 1); and

WHEREAS, Borrower has requested that Lender provide a loan to Borrower,
and Lender is willing to make such a loan, subject to and upon the terms and
conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the mutual receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

ARTICLE 1DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth
below or in the Article or Section of this Agreement referred to below; such
terms, as so defined, shall include in the singular, the plural, and in the
plural, the singular, and the use of any gender shall include all
genders.





---























---









1.18   "Diligence Date"shall mean the relevant date of the items and information listed on
Exhibit A attached hereto with respect to each item of Due Diligence
Information thereon.









---

















---







---





















---















---













---























---



ARTICLE 2THE
LOAN















---









---

ARTICLE 3GENERAL CONDITIONS PRECEDENT

The obligation of Lender to make the Loan shall be subject to the prior or
simultaneous satisfaction of the following conditions
precedent:











---











---









---

ARTICLE 4REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into this Agreement and to make the Loan,
Borrower hereby represents and warrants that:







---





---









ARTICLE 5COVENANTS

Borrower hereby further covenants and agrees as
follows:





---





---

(b) To take all actions, and to incur any and all expense, as may be
reasonably necessary and as may be required by any Government Agencies having
jurisdiction thereof, (x) to clean up and remove from and about the Property all
Hazardous Substances thereon, (y) to contain and prevent any further release or
threat of release of Hazardous Substances on or about the Property and (z) to
eliminate any further release or threat of release of Hazardous Substances on or
about the Property.

(c) To indemnify and hold harmless Lender from and against all liabilities,
obligations, claims, damages, penalties, costs and expenses (including, without
limitation, reasonable attorney's fees and expenses) imposed upon, incurred by
or asserted against any of them by reason of any failure by Borrower to perform
or comply with any of the terms of this Section 5.4, except that
Borrower's obligations hereunder shall not apply to events or activities giving
rise to liabilities, obligations, claims, damages, penalties, costs and expenses
(including, without limitation, reasonable attorney's fees and expenses) if such
events or activities take place on or after the Acquisition Date, unless such
events shall arise or such activities take place as a result of the acts or
omissions of Borrower.





---





---









---









---









---











---

ARTICLE 6EVENTS OF
DEFAULT





(a)     Fail to pay any installment of principal or
interest under the Note or any payment of Minimum Rent or Additional Rent (as
such terms are defined in the Lease) under the Lease within five (5) days after
the date due; or

(b)     Fail to pay when due any other payment
required under the Loan Documents or the Lease Documents within five (5) days
after receiving notice of such nonpayment.







---









---









---









---





ARTICLE 7RELEASE

---



ARTICLE
8MISCELLANEOUS





---

(c) All such notices shall be addressed,

if to Lender to:



with a copy to:

if to Borrower to:

With a copy to:



(d) By notice given as herein provided, the parties hereto and their
respective successors 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.



---





To the maximum extent permitted by applicable law, any action to enforce,
arising out of, or relating in any way to, any of the provisions of this
Agreement may be brought and prosecuted in such court or courts located in The
Commonwealth of Massachusetts as is provided by law; and the parties consent to
the jurisdiction of said court or courts located in The Commonwealth of
Massachusetts and to service of process by registered mail, return receipt
requested, or by any other manner provided by law.

---











---







(b) THE DECLARATION OF TRUST OF LENDER PROVIDES THAT THE NAME "SNH ALT
MORTGAGED PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF LENDER SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, LENDER. ALL PERSONS DEALING WITH LENDER, IN ANY WAY, SHALL LOOK ONLY TO
THE ASSETS OF LENDER FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.

---



---

IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement
under seal as of the date above first written.

BORROWER:

POMACY CORPORATION, a Delaware corporation







Mark W. OlendorfVice President

LENDER:

SNH ALT MORTGAGED PROPERTIES TRUST, a Maryland real estate investment
trust