amend2


EXHIBIT 10.2 



AMENDMENT NO. 2 TO
SHARED SERVICES AGREEMENT 



        THIS
AMENDMENT NO. 2, dated as of March 10, 2004 (this “Amendment”) to the
Shared Services Agreement (the “Shared Services Agreement”) dated as of
January 2, 2002, as amended by Amendment No. 1 thereto, dated as of January 14, 2002, by
and between Five Star Quality Care, Inc., a Maryland corporation (the “Company”),
and Reit Management & Research LLC, a Delaware limited liability company (“RMR”).  



        1.                 Subparagraph
1.1 of the Shared Services Agreement is hereby amended by adding a           new clause
(p) at the end thereof reading as follows:  



	  	        (p)                      INTERNAL
AUDIT FUNCTION. Provision of an internal audit function meeting                applicable
requirements, if any, of the American Stock Exchange and the                Securities
and Exchange Commission and otherwise in scope approved by the                Company’s
Audit Committee commencing October 1, 2003.  







        2.                 Subparagraph
1.2 of the Shared Services Agreement is hereby amended by adding           the following
at the end thereof:  



	  	
In
performing its services hereunder with respect to the Company, RMR shall adhere to, and
shall require its officers and employees in the course of providing such services to the
Company to adhere to, the Company’s Code of Business Conduct and Ethics, as in
effect from time to time. In addition, RMR shall make available to its officers and
employees providing such services to the Company the procedures for the receipt,
retention and treatment of complaints regarding accounting, internal accounting controls
or auditing matters relating to the Company and for the confidential, anonymous
submission by such officers and employees of concerns regarding questionable accounting
or auditing matters relating to the Company, as set forth in the Company’s
Procedures Regarding Concerns or Complaints about Accounting, Internal Accounting
Controls or Auditing Matters, as in effect from time to time.  






        3.                 Section
1 of the Shared Services Agreement is hereby amended by adding a new
          subparagraph 1.5 at the end thereof reading as follows:  



	  	
1.5
COMPENSATION FOR INTERNAL AUDIT FUNCTION. In addition to the Service Fee and Expenses, as
compensation payable to RMR for the provision of an internal audit function to the
Company pursuant to subparagraph 1.1(p), the Company agrees to reimburse RMR, within
30 days of the receipt of the invoice therefor, for a pro rata share of the following
costs of RMR:  






	  	        (i)                      employment
expenses of RMR’s internal audit manager and other employees of                RMR
actively engaged in providing internal audit services, including but not
               limited to salary, wages, payroll taxes and the cost of employee benefit
plans;                and  







	  	        (ii)                      the
reasonable travel and other out-of-pocket expenses of RMR relating to the
               activities of RMR’s internal audit manager and other of RMR’s 











	  	
               employees actively engaged in providing internal audit services and the
               reasonable third party expenses which RMR incurs in connection with its
               provision of internal audit services.  








        4.                 This
Amendment may be executed in any number of counterparts, all of which taken
          together shall constitute one and the same instrument.  



        5.                 This
Amendment 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.  



-2-






        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
duly authorized officers, as an instrument under seal, as of the day and year first above
written.  



		FIVE STAR QUALITY CARE, INC.





By:  /s/ Evrett W. Benton                           

        Name: Evrett W. Benton

        Title: President



REIT MANAGEMENT & RESEARCH LLC





By: /s/ David J. Hegarty                            

        Name: David J. Hegarty

        Title: President










-3-