**Exhibit 10.38**

**CONFIRMATION OF GUARANTEES AND CONFIRMATION****AND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS**

**THIS CONFIRMATION OF GUARANTEES AND CONFIRMATIONAND AMENDMENT OF OTHER INCIDENTAL DOCUMENTS**(this “Confirmation”) is made as of November 6,2006 by **FIVE STAR QUALITY CARE, INC.**, a Maryland corporation****(the “Guarantor”), **FIVESTAR QUALITY CARE TRUST**, a Maryland business trust (the “Tenant”),**FSQ, INC.**, a Delaware corporation(the “Tenant Pledgor”), each of the parties identified on the signaturepage hereof as a subtenant pledgor (collectively, the “Subtenant Pledgors”)and each of the parties identified on the signature page hereof as a subtenant(collectively, the “Subtenants”) for the benefit of each of the partiesidentified on the signature page hereof as a landlord (collectively, the “Landlords”).

**WITNESSETH :**

**WHEREAS**, pursuant to the terms of that certain Second Amendedand Restated Lease Agreement, dated as of November 19, 2004, as amended by thatcertain First Amendment of Lease dated as of May 17, 2005, that certain Second Amendment to SecondAmended and Restated Lease Agreement dated as of June 3, 2005, that certainThird Amendment to Second Amended and Restated Lease Agreement dated as ofOctober 31, 2005, that certain other Third Amendment to Second Amended andRestated Lease Agreement dated as of December 30, 2005, that certain LetterAgreement dated as of March 13, 2006, that certain Fifth Amendment to SecondAmended and Restated Lease Agreement dated as of September 1, 2006, that certainSixth Amendment to Second Amended and Restated Lease Agreement dated as ofOctober 1, 2006, that certain Seventh Amendment to Second Amended and RestatedLease Agreement dated as of October 1, 2006, that certain Eighth Amendment toSecond Amended and Restated Lease Agreement dated as of November 1, 2006 andthat certain Ninth Amendment to Second Amended and Restated Lease dated as ofNovember 1, 2006 (as so amended, the “Consolidated Lease”), theLandlords lease to the Tenant, and the Tenant leases from the Landlords,certain property, all as more particularly described in the Consolidated Lease;and

**WHEREAS,** the payment and performance obligationsof the Tenant with respect to the Consolidated Lease are guaranteed by thosecertain Guaranty Agreements described on Exhibit A attached hereto(collectively, the “Guarantees”); and

**WHEREAS,** the payment and performance obligationsof the Tenant with respect to the Consolidated Lease are further secured by theother Incidental Documents (this and other capitalized

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terms used but not otherwise defined herein shall havethe meanings ascribed to them in the Consolidated Lease); and

**WHEREAS**, pursuant to a Tenth Amendment to Second Amended andRestated Lease Agreement, dated as of the date hereof (the “Tenth Amendment”),the Consolidated Lease is being amended to add certain property thereto, asmore particularly described in the Tenth Amendment;

**WHEREAS,**the Tenant intends to enterinto a sublease (the “Sublease”) with Morningside of Kentucky, LimitedPartnership, a Delaware limited partnership (“Morningside-Kentucky”) tosublease the property being added to the Consolidated Lease pursuant to theTenth Amendment to Morningside-Kentucky;

**WHEREAS,** in connection with, and asa condition precedent to, the execution of the Tenth Amendment by theLandlords, the Landlords have required that the parties hereto confirm that theGuarantees and the other Incidental Documents remain in full force and effectand apply to the Consolidated Lease as amended by the Tenth Amendment; and

**WHEREAS,**in connection with theexecution of the Tenth Amendment and the Sublease, the parties hereto wish toamend certain of the Incidental Documents, including (i) the SecurityAgreement, dated as of December 31, 2001, by and among certain of the Subtenantsand certain of the Landlords, as amended and confirmed from time to time (the “SubtenantSecurity Agreement”); (ii) the Security Agreement, dated as ofDecember 31, 2001, by and among the Tenant and certain of the Landlords,as amended and confirmed from time to time (the “Tenant Security Agreement”);and (iii) the Second Amended and Restated Pledge of Stock and MembershipInterests Agreement, dated as of May 6, 2005, made by the Subtenant Pledgorsfor the benefit of the Landlords, as amended and confirmed from time to time(the “Subtenant Pledge Agreement”), all subject to and upon the terms and conditionsherein set forth;

**NOW, THEREFORE**, in consideration of the foregoing and for other goodand valuable consideration, the mutual receipt and legal sufficiency of whichare hereby acknowledged, the parties hereto hereby agree as follows:

1.             Amendment ofSubtenant Security Agreement.  TheSubtenant Security Agreement is hereby amended by: (i) deleting the followingparagraph 30 from Exhibit A attached thereto:

25.           Amended and Restated SubleaseAgreement, dated September 1, 2006, by and between Five Star Quality Care

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Trust, a Marylandbusiness trust, and Morningside of Kentucky, Limited Partnership, a Delawarelimited partnership.

(ii) inserting the following new paragraph at the endof Exhibit A attached thereto:

Second Amended andRestated Sublease Agreement, dated November 6, 2006, by and between Five StarQuality Care Trust, a Maryland business trust, and Morningside of Kentucky,Limited Partnership, a Delaware limited partnership.

and (iii) inserting the following in the appropriateorder on Schedule 2 attached thereto:
|        | KENTUCKY: |   | THE NEIGHBORHOOD OF          |   | Morningside of Kentucky, Limited |
|--------|-----------|--------|------------------------------|--------|----------------------------------|
|   |      |   | SOMERSET

100 Neighborly Way |   | Partnership                      |
|   |      |   | Somerset, KY 42501           |   |                             |

                 2.             Amendment of Tenant Security Agreement.  The Tenant Security Agreement is herebyamended by inserting the following in the appropriate order on Schedule 2attached thereto:
|        | KENTUCKY: |   | THE NEIGHBORHOOD OF          |
|--------|-----------|--------|------------------------------|
|   |      |   | SOMERSET

100 Neighborly Way |
|   |      |   | Somerset, KY 42501           |

                 3.             Amendment of Subtenant Pledge Agreement.  The Subtenant Pledge Agreement is herebyamended by (i) deleting the following paragraph 25 from Exhibit A attachedthereto:

34.           Amended and Restated SubleaseAgreement, dated June 3, 2005, by and between Five Star Quality Care Trust, aMaryland business trust, as sublandlord, and Morningside of Kentucky, LimitedPartnership, a Delaware limited partnership, as subtenant.

and (ii) inserting the following new paragraph at theend of Exhibit A attached thereto:

Second Amended andRestated Sublease Agreement, dated November 6, 2006, by and between Five StarQuality Care Trust, a Maryland business trust, as sublandlord, and Morningsideof Kentucky, Limited Partnership, a Delaware limited partnership, as subtenant.

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4.             Confirmation of Guarantees.  Each of the parties to the Guarantees herebyconfirms that all references in the Guarantees to the “Master Lease” or the “Lease”shall refer to the Consolidated Lease as amended by the Tenth Amendment and theGuarantees are hereby ratified and confirmed in all respects.

5.             Confirmation ofOther Incidental Documents.  Each ofthe parties to the Incidental Documents (other than the Guarantees) herebyconfirms that all references in such Incidental Documents to the “Master Lease”,the “Lease” or the “Second Amended Lease” shall refer to the Consolidated Leaseas amended by the Tenth Amendment and that such Incidental Documents, asamended by this Confirmation, are hereby ratified and confirmed in allrespects.

6.             No Impairment,Etc.  The obligations, covenants,agreements and duties of the guarantors under the Guarantees shall not beimpaired in any manner by the execution and delivery of the Eighth Amendment,the Guarantees, the other Incidental Documents, or any amendments, changes ormodifications thereof, and in no event shall any ratification or confirmationof such Guarantees or such other Incidental Documents, or the obligations,covenants, agreements and the duties of the guarantors thereunder or of theparties under the other Incidental Documents, including, without limitation,this Confirmation, be required in connection with any such amendment, change ormodification.

**[Signatureson following page.]**

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**IN WITNESS WHEREOF**, the parties hereto havecaused this Confirmation to be duly executed, as a sealed instrument, as of thedate first set forth above.
|            | **GUARANTOR:**                   | ** **                      | ** ** | ** ** |
|------------|----------------------------------|---------------------------------|------------|------------|
| ** ** | ** **                       | ** **                      | ** ** | ** ** |
| ** ** | **FIVE STAR QUALITY CARE, INC.** | ** **                      | ** ** | ** ** |
| ** ** | ** **                       | ** **                      | ** ** | ** ** | ** ** |
|       | By:                              | /s/ Bruce J. Mackey Jr.         |       |       |   |
|       |                             | Bruce J. Mackey Jr.             |       |       |   |
|       |                             | Treasurer, Chief Financial      |       |       |   |
|       |                             | Officer and Assistant Secretary |       |       |   |
| ** ** |                             |                            |       |       |   |
| ** ** |                             |                            |       |       |   |
| ** ** |                             |                            |       |       |   |
| ** ** | **TENANT:**                      |                            |       |       |
| ** ** |                             |                            |       |       |
| ** ** | **FIVE STAR QUALITY CARE TRUST** |                            |       |       |
| ** ** | ** **                       | ** **                      |       |       |   |
| ** ** | By:                              | /s/ Bruce J. Mackey Jr          |       |       |   |
|       |                             | Bruce J. Mackey Jr.             |       |       |   |
|       |                             | Treasurer, Chief Financial      |       |       |   |
| ** ** |                             | Officer and Assistant Secretary |       |       |   |
| ** ** |                             |                            |       |       |   |
| ** ** |                             |                            |       |       |   |
| ** ** |                             |                            |       |       |   |
| ** ** | **TENANT PLEDGOR:**              |                            |       |       |
| ** ** |                             |                            |       |       |
| ** ** | **FSQ, INC.**                    |                            |       |       |
| ** ** | ** **                       | ** **                      |       |       |   |
|       | By:                              | /s/ Bruce J. Mackey Jr.         |       |       |   |
|       |                             | Bruce J. Mackey Jr.             |       |       |   |
|       |                             | Treasurer, Chief Financial      |       |       |   |
|       |                             | Officer and Assistant Secretary |       |       |   |

 

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|        | **SUBTENANT  PLEDGORS:**                                                                                                                                                                                                                                                                                                                                                                            |                                                                                               |   |   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|--------|--------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                               |   |   |
|   | **FSQ,  INC., FIVE STAR QUALITY CARE TRUST, FVEST. JOE, INC., FIVE STAR QUALITY  CARE-CA, INC., FIVE STAR QUALITY CARE-CA II, INC., FIVE STAR QUALITY CARE-CO,  INC., THE HEARTLANDS RETIREMENT COMMUNITY-ELLICOTT CITY I, INC., FIVE STAR  QUALITY CARE-GA, INC., FIVE STAR QUALITY CARE-IA, INC., FIVE STAR QUALITY  CARE-NE, INC., FIVE STAR QUALITY CARE-WI, INC. and LIFETRUST AMERICA, INC.** |                                                                                               |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                         |   |   |   |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                 | /s/ Bruce J.  Mackey Jr.                                                                           |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | Bruce J. Mackey  Jr.                                                                               |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | Treasurer, Chief  Financial

Officer and  Assistant Secretary

of each of the  foregoing

entities |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                               |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                               |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                               |   |   |   |
|   | **LIFETRUST  PROPERTIES, L.L.C.**                                                                                                                                                                                                                                                                                                                                                                   |                                                                                               |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                               |   |   |   |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                 | LifeTrust  America, Inc.,                                                                          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | Its Sole Member                                                                                    |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                               |   |   |   |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                 | /s/ Bruce J.  Mackey Jr.                                                                           |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | Bruce J.Mackey  Jr.                                                                                |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | Treasurer, Chief  Financial                                                                        |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | Officer and  Assistant Secretary                                                                   |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                                         |   |   |   |

 

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|        | **SUBTENANTS:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                 |   |   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|--------|--------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                 |   |   |
|   | **FIVE  STAR QUALITY CARE-AZ, LLC, FIVE STAR QUALITY CARE-CA, LLC, FIVE STAR QUALITY  CARE-CA II, LLC,**                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 |   |   |
|   | **FIVE  STAR QUALITY CARE-COLORADO, LLC,**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                 |   |   |
|   | **FIVE  STAR QUALITY CARE-CT, LLC, FIVE STAR QUALITY CARE-FL, LLC, FIVE STAR QUALITY  CARE-GA, LLC, FIVE STAR QUALITY CARE-GHV, LLC, FIVE STAR QUALITY CARE-IA,  LLC, FIVE STAR QUALITY CARE-IL, LLC, FIVE STAR QUALITY CARE-KS, LLC, FIVE  STAR QUALITY CARE-MD, LLC, FIVE STAR QUALITY CARE-MO, LLC, FIVE STAR QUALITY  CARE-MS, LLC, FIVE STAR QUALITY CARE-NE, LLC, FIVE STAR QUALITY CARE-NC, LLC  FIVE STAR QUALITY CARE-WI, LLC, FIVE STAR QUALITY CARE-WY, LLC, FIVE STAR QUALITY  CARE-VA, LLC, FIVE STAR QUALITY CARE-CA, INC., FIVE STAR QUALITY CARE-IA,  INC.,** |                                 |   |   |
|   | **FIVE  STAR QUALITY CARE-NE, INC.,**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                 |   |   |
|   | **MORNINGSIDE  OF GALLATIN, LLC, THE HEARTLANDS RETIREMENT COMMUNITY— ELLICOTT CITY I, INC.  and**                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                 |   |   |
|   | **MORNINGSIDE  OF BELMONT, LLC**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** **                           |   |   |   |
|   | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | /s/ Bruce J.  Mackey Jr.             |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Bruce J. Mackey  Jr.                 |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Treasurer, Chief  Financial          |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Officer and  Assistant Secretary     |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | of each of the  foregoing 

entities |   |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                 |   |   |   |

 

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|        | **MORNINGSIDE  OF ANDERSON, L.P., MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP, MORNINGSIDE OF  COLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OF  EVANS, LIMITED PARTNERSHIP, MORNINGSIDE OF GREENWOOD, L.P. and MORNINGSIDE OF  KENTUCKY, LIMITED PARTNERSHIP** |                                                 |                        |   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------|-----------------------------|--------|
|   |                                                                                                                                                                                                                                                                                     | ** **                                           |                        |   |   |
|   | By:                                                                                                                                                                                                                                                                                      | LifeTrust  America, Inc.                             |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     | General Partner  of each of the

foregoing  entities |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     | By:                                                  | /s/ Bruce J.  Mackey Jr.    |   |   |   |
|   |                                                                                                                                                                                                                                                                                     | Treasurer, Chief  Financial                          |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     | Officer and  Assistant                               |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     | Secretary                                            |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |
|   | **MORNINGSIDE  OF BELLGRADE, RICHMOND, LLC, MORNINGSIDE OF CHARLOTTESVILLE, LLC, MORNINGSIDE  OF NEWPORT NEWS, LLC and MORNINGSIDE OF SKIPWITH — RICHMOND, LLC**                                                                                                                    |                                                 |                        |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |
|   | By:                                                                                                                                                                                                                                                                                      | LifeTrust  America, Inc.,                            |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     | Member of each  of the foregoing

entities           |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |
|   |                                                                                                                                                                                                                                                                                     | By:                                                  | /s/ Bruce J.  Mackey Jr.    |   |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 | Bruce J. Mackey  Jr.        |   |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 | Treasurer, Chief  Financial |   |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 | Officer and  Assistant      |   |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 | Secretary                   |   |   |   |
|   |                                                                                                                                                                                                                                                                                     |                                                 |                        |   |   |

 

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|        | **LANDLORD:**                     |                     |   |   |
|--------|-----------------------------------|--------------------------|--------|--------|
|   | ** **                        |                     |   |   |
|   | **HRES2  PROPERTIES TRUST,**      |                     |   |   |
|   | **SPTIHS  PROPERTIES TRUST,**     |                     |   |   |
|   | **SPT-MICHIGAN  TRUST,**          |                     |   |   |
|   | **SPTMNR  PROPERTIES TRUST,**     |                     |   |   |
|   | **SNH CHS  PROPERTIES TRUST,**    |                     |   |   |
|   | **ELLICOTT  CITY LAND I, LLC,**   |                     |   |   |
|   | **ELLICOTT  CITY LAND II, LLC,**  |                     |   |   |
|   | **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       |   |   |   |

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The following exhibit hasbeen omitted and will be supplementally furnished to the Securities andExchange Commission upon request:

Exhibit A

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