Exhibit 99.23  PLEDGE OF
TENANTS COMPANY INTERESTS AGREEMENT(AMENDED LEASE NO. 4)  THIS
PLEDGE OF TENANTS COMPANY INTERESTS AGREEMENT(this Agreement)
is made and given as of July 1, 2008 by FSQ, INC., a
Maryland corporation (the Pledgor), for the benefit of SNH NS PROPERTIES TRUST, a Maryland real estate investment
trust (together with its successors and assigns, collectively, the Secured
Party).  W I T N E S S E T H:  WHEREAS, the Secured
Party and Five Star Quality Care NS -Tenant, LLC, a Maryland limited liability
company (the Tenant), entered into that certain Amended and Restated
Master Lease Agreement (Lease No. 4), dated as of the date hereof (as the
same may be amended or otherwise modified from time to time, Amended Lease No. 4), pursuant to which the Secured Party leases to the Tenant and the Tenant
leases from the Secured Party certain properties as more particularly described
in Amended Lease No. 4; and  WHEREAS, pursuant to Amended Lease No. 4,
Five Star Quality Care, Inc., a Maryland corporation which is the parent
of the Tenants parent (the Guarantor), executed that certain Amended
and Restated Guaranty Agreement, dated as of the  date hereof (as the same may be amended or
otherwise modified from time to time, the Restated Guaranty) for the
benefit of the Secured Party, pursuant to which the Guarantor guarantees all of
the payment and performance obligations of the Tenant with respect to Amended
Lease No. 4; and  WHEREAS,pursuant to Amended Lease No. 4,
the Tenant is required to deliver a 
pledge of all of the interests in the Tenant to the Secured Party as
security for the payment and performance of (a) all of the obligations of
the Tenant to the Secured Party with respect to Amended Lease No. 4 and
the other documents related thereto and (b) all of the obligations of the
Guarantor to the Secured Party with respect to the Restated Guaranty and other
documents related thereto; and  WHEREAS, the Pledgor currently owns all of the
outstanding shares of company interest in the Tenant; and  WHEREAS,the Pledgor is a wholly-owned subsidiary
of the Guarantor and the Pledgor expects to receive a substantial


material benefit from the execution and delivery of
Amended Lease No. 4; and  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
Pledgor and the Secured Party hereby agree as follows:  1.  Certain Terms. 
Capitalized terms used and not otherwise defined in this Agreement shall
have the meanings ascribed to such terms in Amended Lease No. 4.  Amended Lease No. 4 and the Incidental
Documents (including, without limitation, the Restated Guaranty) are herein
collectively referred to as the Transaction Documents.  2.  Pledge.  The Pledgor
hereby pledges to the Secured Party all of the shares of company interest in
the Tenant (the Pledged Shares) and all other shares of company
interest in the Tenant in which the Pledgor may have rights from time to time
and any other securities or other investment property and other collateral of
the Pledgor now owned or hereafter acquired which under this Agreement are
required to be pledged to the Secured Party, and in each case, all certificates
representing such Pledged Shares or other investment property or collateral,
and all rights, options, warrants, stock or other securities or other property
which may hereafter be received, receivable or distributed in respect of the
Pledged Shares, together with all proceeds of the foregoing, including, without
limitation, all dividends, cash, notes, securities or other property from time
to time acquired, receivable or otherwise distributed in respect of, or in
exchange for, the foregoing, (the Pledged Shares and any additional securities
or collateral pledged hereunder, collectively, the Pledged Collateral),
and the Pledgor hereby grants to the Secured Party a security interest in all
of the Pledged Collateral and the proceeds thereof as security for the due and
punctual payment and performance of the Secured Obligations (as hereinafter
defined).  The
Pledgor has delivered to and deposited with the Secured Party any and all
certificates or other instruments representing the Pledged Collateral (if any)
and undated company interest share powers endorsed in blank, as security for
the payment and performance of all of the Secured Obligations.  If in the future the Pledgor possesses or
controls any other certificates or other instruments representing the Pledged
Collateral, the Pledgor shall immediately and without notice deliver the same
to the Secured Party together with undated company interest share  2


powers
endorsed in blank, as security for the payment and performance of all of the Secured
Obligations.  3.  Secured Obligations. 
For purposes of this Agreement, the term Secured Obligations
shall mean the payment and performance of each and every obligation of the
Tenant and the Guarantor under the Transaction Documents or relating thereto,
whether now existing or hereafter arising, and including, without limitation,
the payment of the full amount of the Rent payable under Amended Lease No. 4.  4.  Representations of the Pledgor. 
The Pledgor covenants that the Pledged Shares are duly and validly
pledged to the Secured Party in accordance with law and the Pledgor shall
warrant and defend the Secured Party right, title and security interest in and
to the Pledged Shares against the claims and demands of all persons
whomsoever.  The Pledgor represents and
warrants to the Secured Party that the Pledgor has good and marketable title to
all the Pledged Shares, free and clear of all claims, mortgages, pledges,
liens, security interests and other encumbrances of every nature whatsoever;
that the Pledged Shares are not subject to any restriction on transfer
contained in the Limited Liability Company Operating Agreement or any other
charter documents of the Tenant or in any agreement or instrument to which the
Tenant or the Pledgor is a party or by which the Tenant or the Pledgor is bound
which would prohibit or restrict the pledge of the Pledged Shares hereunder or
the disposition thereof upon default hereunder; that all of the Pledged Shares
have been duly and validly issued and are fully paid for and nonassessable; and
that the Pledged Shares constitute all of the presently issued and outstanding
shares of the company interests of the Tenant.  5.  Covenants of the Pledgor. 
The Pledgor hereby covenants and agrees that it shall not sell, convey or
otherwise dispose of any of the Pledged Collateral nor create, incur or permit
to exist any pledge, mortgage, lien, charge, encumbrance or any security
interest whatsoever with respect to any of the Pledged Collateral or the
proceeds thereof, other than the liens on and security interests in the Pledged
Collateral created hereby.  The Pledgor
further covenants and agrees that it shall not consent to or approve the
issuance of any additional shares of company interests in the Tenant.  The Pledgor further covenants and agrees
that, until the Secured Obligations are paid in full, the Pledgor shall not
change the state of its incorporation or its corporate name without providing
the Secured Party with thirty (30) days prior written notice and making all
filings and taking all such other actions as the Secured Party  3


determines
are necessary or appropriate to continue or perfect the security interest
granted hereunder.  6.  Filing of Financing Statements, etc.The Pledgor authorizes the Secured Party to file from time to time one
or more financing statements describing the Pledged Collateral.  The Pledgor will cooperate with the Secured
Party at their request from time to time in obtaining control agreements in
form and substance reasonably satisfactory to the Secured Party with respect to
any collateral investment property, deposit accounts, or other Pledged
Collateral as to which the Secured Party determine such agreements are
necessary or appropriate to perfect the security interest granted hereunder.  7.  Distributions, Etc. 
Upon the dissolution, winding up, liquidation or reorganization of the
Tenant, whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Tenant, if any sum shall be paid or any property
shall be distributed upon or with respect to any of the Pledged Collateral,
such sum shall be paid over to the Secured Party, to be held as collateral
security for the Secured Obligations.  If
any dividend shall be declared on any of the Pledged Collateral (excluding cash
dividends), or any share of beneficial interest or fraction thereof shall be
issued pursuant to any split of beneficial interests involving any of the
Pledged Collateral, or any distribution of capital shall be made on any of the
Pledged Collateral, or any property shall be distributed upon or with respect
to the Pledged Collateral pursuant to recapitalization or reclassification of
the capital of the Tenant, the shares or other property so distributed shall be
delivered to the Secured Party to be held as collateral security for the
Secured Obligations.  8.  Event of Default. 
For purposes of this Agreement, the term Event of Default shall
mean (a) the occurrence of an Event of Default under the Transaction
Documents; (b) the failure of the Guarantor to comply with any of its
covenants or obligations under the Restated Guaranty and the continuation
thereof for a period of ten (10) Business Days after written notice
thereof; (c) the failure of the Pledgor to comply with any of its
covenants or obligations under this Agreement and the continuation thereof for
a period of ten (10) Business Days after written notice thereof; or (d) any
representation or warranty contained herein or made by the Pledgor in
connection herewith shall prove to have been false or misleading in any
material respect when made.  4


9.  Remedies.  (a) Upon the occurrence and
during the continuance of an Event of Default, the Secured Party may cause all
or any of the Pledged Collateral to be transferred into its name or into the
name of its nominee or nominees, subject to the provisions of the Uniform
Commercial Code or other applicable law.  (b)Upon the occurrence and during the
continuance of an Event of Default, the Secured Party shall be entitled to
exercise the voting power with respect to the Pledged Collateral, to receive
and retain, as collateral security for the Secured Obligations, any and all
dividends or other distributions at any time and from time to time declared or
made upon any of the Pledged Collateral, and to exercise any and all such
rights of payment, conversion, exchange, subscription or any other rights,
privileges or options pertaining to the Pledged Collateral as if it were the
absolute owner thereof, including, without limitation, all such rights under
the Limited Liability Company Operating Agreement or any other charter document
of the Tenant, and further including, without limitation, the right to
exchange, at its discretion, any and all of the Pledged Collateral upon the
merger, consolidation, reorganization, recapitalization or other readjustment
of the Tenant, upon the exercise of any such right, privilege or option
pertaining to the Pledged Collateral, and in connection therewith, to deposit
and deliver any and all of the Pledged Collateral with any committee,
depositary, transfer agent, registrar or other designated agency upon such
terms and conditions as the Secured Party may determine.  (c)Upon the occurrence and during the
continuance of an Event of Default, the Secured Party shall have all of the
rights and remedies of a secured party under the Uniform Commercial Code or
other applicable law and shall have the right to sell, resell, assign and
deliver all or any of the Pledged Collateral in one or more parcels at any
exchange or brokers board or at public or private sale.  The Secured Party shall give the Pledgor at
least ten (10) days prior written notice of the time and place of any
public sale thereof or of the time after which any private sale or any other
intended disposition thereof is to be made. 
Any such notice shall be deemed to meet any requirement hereunder or under
any applicable law (including the Uniform Commercial Code) that reasonable
notification be given of the time and place of such sale or other
disposition.  Such notice may be given
without any demand of performance or other demand, all such demands being
hereby expressly waived by the Pledgor to the extent permitted by applicable
law.  All such sales shall be at such
commercially reasonable price or prices  5


as the
Secured Party shall deem best and either for cash or on credit or for future
delivery (without assuming any responsibility for credit risk).  At any such sale or sales, the Secured Party
may purchase any or all of the Pledged Collateral to be sold thereat upon such
terms as the Secured Party may deem best. 
Upon any such sale or sales, the Pledged Collateral so purchased shall
be held by the purchaser absolutely free from any claims or rights of any kind
or nature of the Pledgor, including any equity of redemption and any similar
rights, all such equity of redemption and any similar rights being hereby
expressly waived and released by the Pledgor to the extent permitted by
applicable law.  In the event any
consent, approval or authorization of any governmental agency will be necessary
to effectuate any such sale or sales, the Pledgor shall execute, and hereby
agrees to cause the Tenant to execute, all such applications or other
instruments as may be required.  The
proceeds of any such sale or sales, together with any other additional
collateral security at the time received and held hereunder, shall be received
and applied:  first, to the
payment of all costs and expenses of such sale, including attorneys fees; and second,
to the payment of the Secured Obligations in such order of priority as the Secured
Party shall determine; and any surplus thereafter remaining shall be paid to
the Pledgor or to whomever may be legally entitled thereto (including, if
applicable, any subordinated creditor of the Pledgor).  The
Pledgor recognizes that the Secured Party may be unable to effect a public sale
of all or a part of the Pledged Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, and may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be obliged
to agree, among other things, to acquire such Pledged Collateral for their own
accounts, for investment and not with a view to the distribution or resale
thereof.  The Pledgor agrees that private
sales so made may be at prices and upon other terms less favorable to the
seller than if such Pledged Collateral were sold at public sales, and that the
Secured Party shall have no obligation to delay sale of any such Pledged
Collateral for the period of time necessary to permit such Pledged Collateral
to be registered for public sale under the Securities Act of 1933.  The Pledgor agrees that private sales made
under the foregoing circumstances may be deemed to have been made in a
commercially reasonable manner.  Nothing
herein shall be deemed to require the Pledgor to effect a registration of the
Pledged Collateral under the Securities Act of 1933.  (d)Upon the occurrence and during the
continuance of any Event of Default, the Secured Party, in its discretion, may  6


demand,
sue for and/or collect any money or property at any time due, payable or
receivable, to which it may be entitled hereunder, on account of or in exchange
for any of the Pledged Collateral.  Upon
the occurrence and during the continuance of any Event of Default, the Secured
Party shall further have the right, for and in the name, place and stead of the
Pledgor, to execute endorsements, assignments, or other instruments of
conveyance or transfer with respect to all or any of the Pledged Collateral.  (e)The Secured Party shall not be obligated
to do any of the acts hereinabove authorized and in the event that the Secured
Party elect to do any such act, the Secured Party shall not be responsible to
the Pledgor, other than for gross negligence or willful misconduct.  (f)  The Secured Party shall have no obligation to
marshal any assets in favor of the Pledgor, or against or in payment of the
Secured Obligations or any other obligation owed to the Secured Party by the
Pledgor or any other person.  10.  Rights of Secured Party. 
No course of dealing between the Pledgor and the Secured Party nor any
failure to exercise, nor any delay in exercising, on the part of the Secured
Party, any right, power or privilege hereunder or under any of the Secured
Obligations, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided and provided under any of the Secured Obligations are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law, including, without limitation, the rights and remedies of the
Secured Party under the Uniform Commercial Code.  11.  Assignment, Etc. 
No waiver by the Secured Party or by any other holder of Secured
Obligations of any default shall be effective unless in writing nor operate as
a waiver of any other default or of the same default on a future occasion.  In the event of a sale or assignment by any
Secured Party of its interest under the Transaction Documents, such Secured
Party may assign or transfer its rights and interest under this Agreement in
whole or in part to the purchaser or assignee of such interest, whereupon such
purchaser or purchasers shall become vested with all of the powers and rights
given to such Secured Party hereunder, and such Secured Party shall thereafter
be forever released and fully discharged from any liability or  7


responsibility
thereafter arising hereunder with respect to the rights and interests so
assigned.  12.  Duty of Secured Party. 
Beyond the exercise of reasonable care to assure the safe custody of the
Pledged Collateral while held hereunder, the Secured Party shall have no duty
or liability to collect any sums due in respect thereof or to protect or
preserve rights pertaining thereto, and shall be relieved of all responsibility
for the Pledged Collateral upon surrendering the same to the Pledgor.  13.  Waivers, Etc. 
To the extent permitted by applicable law, the Pledgor, on its own
behalf and on behalf of its successors and assigns, hereby waives presentment,
demand, payment, notice of dishonor, protest and, except as otherwise provided
herein, all other demands and notices in connection with this Agreement or the
enforcement of the rights of the Secured Party hereunder or in connection with
any Secured Obligations.  The Secured Party
may release, supersede, exchange or modify any collateral security it may from
time to time hold and release, surrender or modify the liability of any third
party without giving notice hereunder to the Pledgor.  The Secured Party shall be under no duty to
exhaust its rights against any such collateral security or any such third party
before realizing on the Pledged Collateral. 
Such modifications, changes, renewals, releases or other actions shall
in no way affect the Pledgors obligations hereunder.  The
Pledgor further waives any right it may have under the Constitution of the
Commonwealth of Massachusetts (or under the constitution of any other state in
which any of the Pledged Collateral may be located), or under the Constitution
of the United States of America, to notice (except for notice specifically
required hereby) or to a judicial hearing prior to the exercise of any right or
remedy provided by this Agreement to the Secured Party, and waives its rights,
if any, to set aside or invalidate any sale duly consummated in accordance with
the foregoing provisions hereof on the grounds (if such be the case) that the
sale was consummated without a prior judicial hearing.  THE PLEDGORS WAIVERS UNDER THIS SECTION 13
HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR
HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE THEREOF AND
ITS POSSIBLE ALTERNATIVE RIGHTS.  14.  Further Assurances as to Collateral;
Attorney-in-Fact.  From time to time hereafter, the Pledgor shall
execute and deliver, or will cause to be executed and delivered, such
additional instruments, certificates or documents (including,  8


without limitation, financing statements, renewal
statements, collateral assignments and other security documents), and shall
take all such actions, as the Secured Party may reasonably request, for the
purposes of implementing or effectuating the provisions of this Agreement or of
more fully perfecting or renewing the Secured Partys rights with respect to
the Pledged Collateral (or with respect to any additions thereto or
replacements or proceeds thereof or with respect to any other property or
assets hereafter acquired by the Pledgor which may be deemed to be a part of
the Pledged Collateral) pursuant hereto and thereto.  The Secured Party is hereby appointed the
attorney-in-fact, with full power of substitution, of the Pledgor for the
purpose of carrying out the provisions of this Agreement and taking any action,
including, without limitation, executing, delivering and filing applications,
certificates, instruments and other documents and papers with governmental
authorities, and executing any instruments, including without limitation,
assignments, conveyances and transfers which are required to be taken or
executed by the Pledgor under this Agreement, on its behalf and in its name
which appointment is coupled with an interest, is irrevocable and durable and
shall survive the subsequent dissolution, disability or incapacity of the
Pledgor.  15.  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 electronic confirmation 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 electronic confirmation of 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.  9


(c)All such notices shall be addressed,  if to
the Secured Party to:  c/o
Senior Housing Properties Trust 400
Centre Street Newton,
Massachusetts  02458 Attn:  Mr. David J. Hegarty [Telecopier No. (617)
796-8349]  if to
the Pledgor to:  c/o
Five Star Quality Care, Inc. 400
Centre Street Newton,
Massachusetts  02458 Attn:  Mr. Bruce J. Mackey Jr. [Telecopier No. (617)
796-8385]  (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 or to such other address as the
party to whom such notice is directed may have designated in writing to the
other parties hereto.  16.  Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and the term Secured
Party shall be deemed to include any other holder or holders of any of the
Secured Obligations.  Where the context
so permits or requires, terms defined herein in the singular number shall
include the plural, and in the plural number, the singular.  This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts, each of
which, when so executed and delivered, shall be an original and all of which
shall together constitute one and the same agreement.  17.  Reinstatement. 
This Agreement shall continue to be effective, or be reinstated, as the
case may be, if at any time any amount received by the Secured Party in respect
of the Pledged Collateral is rescinded or must otherwise be restored or
returned by the Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Pledgor or upon the appointment of any
intervenor or conservator of, or  10


trustee or similar official for the Pledgor or any
substantial part of its assets or property, or otherwise, all as though such
payments had not been made.  18.  Restrictions on Transfer. 
To the extent that any restrictions imposed by the Limited Liability
Company Operating Agreement or any other charter documents of the Tenant or any
other document or instrument would in any way affect or impair the pledge of
the Pledged Collateral hereunder or the exercise by the Secured Party of any
right granted hereunder including, without limitation, the right of the Secured
Party to dispose of the Pledged Collateral upon the occurrence of any Event of
Default, the Pledgor hereby waives such restrictions, and the Pledgor hereby
agrees that it will take any action which the Secured Party may reasonably
request in order that the Secured Party may obtain and enjoy the full rights
and benefits granted to the Secured Party by this Agreement free of any such
restrictions.  19.  Applicable Law. 
This Agreement 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 (a) where any such instrument is executed or
delivered; or (b) where any payment or other performance required by any
such instrument is made or required to be made; or (c) where any breach of
any provision of any such instrument occurs, or any cause of action otherwise
accrues; or (d) where any action or other proceeding is instituted or
pending; or (e) the nationality, citizenship, domicile, principal place of
business, or jurisdiction of organization or domestication of any party; or (f) whether
the laws of the forum jurisdiction otherwise would apply the laws of a
jurisdiction other than the Commonwealth of Massachusetts; or (g) any
combination of the foregoing.  20.  Arbitration.The Secured Party or the Pledgor may
elect to submit any dispute hereunder that has an amount in controversy in
excess of $250,000 to arbitration hereunder. 
Any such dispute shall be resolved in accordance with the Commercial
Arbitration Rules of the American 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 Secured Party or the Pledgor shall elect to submit any such dispute
to arbitration hereunder, the Secured  11


Party
and the Pledgor 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 Secured Party
or the Pledgor 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 Secured Party
and the Pledgor, 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 the Secured Party and one to the Pledgor.  A judgment of a court of competent
jurisdiction may be entered upon the award of the arbitrators in accordance
with the rules and statutes applicable thereto then obtaining.  The
Secured Party and the Pledgor 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 Secured Party and the Pledgor shall
cooperate to consolidate any such arbitration hereunder and under such
Management Agreement into a single proceeding.  21.  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  12


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.  22.  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.  23.  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 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.  24.  NONLIABILITY OF TRUSTEES.THE DECLARATION OF TRUST ESTABLISHING THE SECURED
PARTY, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (COLLECTIVELY, THE
DECLARATION), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME SNH NS PROPERTIES
TRUST) REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF  THE
SECURED PARTY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE SECURED PARTY.  ALL PERSONS DEALING WITH THE SECURED PARTY,
IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE SECURED PARTY FOR THE PAYMENT
OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.  13


WITNESSthe execution hereof under seal as of
the date above first written.  PLEDGOR:FSQ,
  INC.,a
  Maryland corporationBy:
  /s/ Travis K. SmithTravis K. SmithVice PresidentSECURED PARTY:SNH NS
  PROPERTIES TRUST,a
  Maryland real estate investment trustBy:
  /s/ Richard A. DoyleRichard A. DoyleTreasurer  14