**Exhibit 10.55**

**AMENDED AND RESTATED PLEDGE AGREEMENT**

**THIS AMENDED AND RESTATED PLEDGE AGREEMENT**(this “Agreement”) is entered intoas of October 1, 2006 by **FSQ, INC.**,a Delaware corporation (the “Pledgor”), for the benefit of **HRES1 PROPERTIES TRUST**, a Maryland realestate investment trust (together with its respective successors and assigns,the “Secured Party”).

**WITNESSETH:**

**WHEREAS,** pursuant to a Master Lease Agreement, dated as ofMarch 3, 2006 (as amended to date, the “Original Lease”), the SecuredParty leased to FS PATRIOT LLC and FS COMMONWEALTH LLC, each a Maryland limitedliability company, jointly and severally (the “Tenant”) certain premisesas more particularly described in the Original Lease, subject to and upon theterms and conditions set forth in the Original Lease; and

**WHEREAS**, the Pledgor and the Secured Party areparties to that certain Pledge Agreement, dated as of March 3, 2006 (the “OriginalPledge Agreement”), executed in connection with the Original Lease; and

**WHEREAS**, the Secured Party and the Tenant haveentered into that certain Amended and Restated Master Lease Agreement, dated asof the date hereof (the “New Lease”), which amends and restates theOriginal Lease in its entirety; and

**WHEREAS,** pursuant to an Amended and Restated GuarantyAgreement, dated as of the date hereof (the “New Guaranty”), Five StarQuality Care, Inc., a Maryland corporation, being Pledgor’s parent (the “Guarantor”),guaranteed to the Secured Party the payment and performance of all of theobligations of the Tenant to the Secured Party with respect to the New Leaseand other related documents, subject to and upon the terms and conditions setforth therein; and

**WHEREAS**, the New Lease provides that any assignment ortransfer of the Tenant’s interest under the New Lease shall be subject to suchassignee’s or transferee’s delivery to the Secured Party of a pledge of all ofthe stock, partnership, membership or other ownership interests of suchassignee or other transferee, which pledge shall be in form and substancesatisfactory to Landlord in its sole discretion; and

**WHEREAS**, the Pledgor and the Secured Party wish to amend and restate the Original PledgeAgreement in its entirety;

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**NOW, THEREFORE**, in consideration of the foregoing and for other goodand valuable consideration, the mutual receipt and legal sufficiency of whichare hereby acknowledged, and in accordance with the provisions of the NewLease, the Pledgor hereby agrees as follows:

**Section 1****. Certain Terms**.  Capitalizedterms used and not otherwise defined in this Agreement shall have the meaningsascribed to such terms in the New Lease. The New Lease, the New Guaranty and the other Incidental Documents areherein collectively referred to as the “Transaction Documents”.

**Section 2****. Pledge**.  The Pledgor hereby pledges to the SecuredParty all of the membership interests in each of the Entities comprising Tenant(the “Pledged Interests”) and all other shares of stock, shares ofbeneficial interest, membership interests or other ownership interests in eachof the Entities comprising Tenant in which the Pledgor may have rights fromtime to time and any other securities or other investment property and othercollateral of the Pledgor now owned or hereafter acquired which under thisAgreement are required to be pledged to the Secured Party, and in each case,all certificates representing such Pledged Interests or other investmentproperty or collateral, and all rights, options, warrants, stock or othersecurities or other property which may hereafter be received, receivable ordistributed in respect of the Pledged Interests, together with all proceeds ofthe foregoing, including, without limitation, all dividends, cash, notes,securities or other property from time to time acquired, receivable orotherwise distributed in respect of, or in exchange for, the foregoing, (thePledged Interests and any additional securities or collateral pledgedhereunder, collectively, the “Pledged Collateral”), and the Pledgorhereby grants to the Secured Party a security interest in all of the PledgedCollateral and the proceeds thereof as security for the due and punctualpayment and performance of the Secured Obligations (as hereinafter defined).

Pledgor’s membership interests in the Tenant are not evidenced by anycertificates or other instruments.  If inthe future Pledgor possesses or controls any certificates or other instrumentsrepresenting the Pledged Collateral, Pledgor shall immediately and withoutnotice deliver the same to the Secured Party together with undated stock powersendorsed in blank, as security for the payment and performance of all of theSecured Obligations.

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**Section 3****. Secured Obligations**.  For purposesof this Agreement, the term “Secured Obligations” shall mean the paymentand performance of each and every obligation of the Tenant and the Guarantorunder the Transaction Documents or relating thereto, whether now existing orhereafter arising, and including, without limitation, the payment of the fullamount of the Rent payable under the New Lease.

**Section 4****. Representations of the Pledgor**.  Pledgorcovenants that the Pledged Interests are duly and validly pledged to theSecured Party in accordance with law and Pledgor shall warrant and defend theSecured Party’s right, title and security interest in and to the PledgedInterests against the claims and demands of all persons whomsoever. Pledgorrepresents and warrants to the Secured Party that Pledgor has good andmarketable title to all the Pledged Interests pledged by it hereunder, free andclear of all claims, mortgages, pledges, liens, security interests and otherencumbrances of every nature whatsoever; that the Pledged Interests are notsubject to any restriction on transfer contained in the Certificates ofFormation, Limited Liability Company Agreements or any other charter documentsof any of the Entities comprising the Tenant or in any agreement or instrumentto which any of the Entities comprising the Tenant or Pledgor is a party or bywhich any of the Entities comprising the Tenant or Pledgor is bound which wouldprohibit or restrict the pledge of the Pledged Interests hereunder or thedisposition thereof upon default hereunder; that all of the Pledged Interestshave been duly and validly issued and are fully paid for and nonassessable; andthat the Pledged Interests constitute all of the presently issued andoutstanding shares of the membership interests of each of the Entitiescomprising the Tenant.

**Section 5****. Covenants of the Pledgor**.  Pledgorhereby covenants and agrees that it shall not sell, convey or otherwise disposeof any of the Pledged Collateral nor create, incur or permit to exist anypledge, mortgage, lien, charge, encumbrance or any security interest whatsoeverwith respect to any of the Pledged Collateral or the proceeds thereof, otherthan the liens on and security interests in the Pledged Collateral createdhereby.  Pledgor further covenants andagrees that it shall not consent to or approve the admission of any new memberin either of the Entities comprising the Tenant.  Pledgor further covenants and agrees that,until the Secured Obligations are paid in full, Pledgor shall not change thestate of its organization or its name without providing the Secured Party withthirty (30) days’ prior written notice and making all filings and taking allsuch other actions as the Secured Party

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determines are necessary or appropriate to continue orperfect the security interest granted hereunder.

**Section 6****. Filing of Financing Statements, Etc.** Pledgor authorizes the Secured Party to file from time to time one ormore financing statements describing the Pledged Collateral. Pledgor willcooperate with the Secured Party at its request from time to time in obtainingcontrol agreements in form and substance reasonably satisfactory to the SecuredParty with respect to any collateral investment property, deposit accounts, orother Pledged Collateral as to which the Secured Party determines suchagreements are necessary or appropriate to perfect the security interestgranted hereunder.

**Section 7****. Distributions, Etc**.  Upon thedissolution, winding up, liquidation or reorganization of any Entity comprisingTenant, whether in bankruptcy, insolvency or receivership proceedings or uponan assignment for the benefit of creditors or any other marshalling of theassets and liabilities of any Entity comprising Tenant, if any sum shall bepaid or any property shall be distributed upon or with respect to any of thePledged Collateral, such sum shall be paid over to the Secured Party, to beheld as collateral security for the Secured Obligations.  If any dividend shall be declared on any ofthe Pledged Collateral (excluding cash dividends), or any share of beneficialinterest or fraction thereof shall be issued pursuant to any split ofbeneficial interests involving any of the Pledged Collateral, or anydistribution of capital shall be made on any of the Pledged Collateral, or anyproperty shall be distributed upon or with respect to the Pledged Collateralpursuant to recapitalization or reclassification of the capital of any Entitycomprising Tenant, the shares or other property so distributed shall bedelivered to the Secured Party to be held as collateral security for theSecured Obligations.

**Section 8****. Event of Default**.  For purposesof this Agreement, the term “Event of Default” shall mean (a) theoccurrence of an Event of Default under the Transaction Documents; (b) thefailure of the Guarantor to comply with any of its covenants or obligationsunder the New Guaranty and the continuation thereof for a period of ten (10)Business Days after written notice thereof; (c) the failure of Pledgor tocomply with any of its covenants or obligations under this Agreement and thecontinuation thereof for a period of ten (10) Business Days after writtennotice thereof; or (d) any representation or warranty contained herein or madeby Pledgor in connection herewith shall prove to have been false or misleadingin any material respect when made.

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**Section 9****. Remedies**.  (a)Upon the occurrence and during the continuance of an Event of Default, theSecured Party may cause all or any of the Pledged Collateral to be transferredinto its name or into the name of its nominee or nominees, subject to theprovisions of the Uniform Commercial Code or other applicable law.

(b)           Uponthe occurrence and during the continuance of an Event of Default, the SecuredParty shall be entitled to exercise the voting power with respect to thePledged Collateral, to receive and retain, as collateral security for theSecured Obligations, any and all dividends or other distributions at any timeand from time to time declared or made upon any of the Pledged Collateral, andto exercise any and all such rights of payment, conversion, exchange,subscription or any other rights, privileges or options pertaining to thePledged Collateral as if it were the absolute owner thereof, including, withoutlimitation, all such rights under the Certificates of Formation, LimitedLiability Company Agreements or any other charter documents of any Entitycomprising Tenant, and further including, without limitation, the right toexchange, at its discretion, any and all of the Pledged Collateral upon themerger, consolidation, reorganization, recapitalization or other readjustmentof such Entity, upon the exercise of any such right, privilege or optionpertaining to the Pledged Collateral, and in connection therewith, to depositand deliver any and all of the Pledged Collateral with any committee,depositary, transfer agent, registrar or other designated agency upon suchterms and conditions as the Secured Party may determine.

(c)           Uponthe occurrence and during the continuance of an Event of Default, the SecuredParty shall have all of the rights and remedies of a secured party under theUniform Commercial Code or other applicable law and shall have the right tosell, resell, assign and deliver all or any of the Pledged Collateral in one ormore parcels at any exchange or broker’s board or at public or privatesale.  The Secured Party shall givePledgor at least ten (10) days’ prior written notice of the time and place ofany public sale thereof or of the time after which any private sale or anyother intended disposition thereof is to be made.  Any such notice shall be deemed to meet anyrequirement hereunder or under any applicable law (including the UniformCommercial Code) that reasonable notification be given of the time and place ofsuch sale or other disposition.  Suchnotice may be given without any demand of performance or other demand, all suchdemands being hereby expressly waived by the Pledgor to the extent permitted byapplicable law.  All such sales shall be

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at such commercially reasonable price or prices as theSecured Party shall deem best and either for cash or on credit or for futuredelivery (without assuming any responsibility for credit risk).  At any such sale or sales, the Secured Partymay purchase any or all of the Pledged Collateral to be sold thereat upon suchterms as the Secured Party may deem best. Upon any such sale or sales, the Pledged Collateral so purchased shallbe held by the purchaser absolutely free from any claims or rights of any kindor nature of the Pledgor, including any equity of redemption and any similarrights, all such equity of redemption and any similar rights being herebyexpressly waived and released by the Pledgor to the extent permitted byapplicable law.  In the event anyconsent, approval or authorization of any governmental agency will be necessaryto effectuate any such sale or sales, the Pledgor shall execute, and herebyagrees to cause the applicable Entity comprising Tenant to execute, all suchapplications 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 andheld 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 SecuredObligations in such order of priority as the Secured Party shall reasonablydetermine; and any surplus thereafter remaining shall be paid to the Pledgor orto whomever may be legally entitled thereto (including, if applicable, anysubordinated creditor of Pledgor).

Pledgor recognizes that the Secured Party may be unable to effect apublic sale of all or a part of the Pledged Collateral by reason of certainprohibitions contained in the Securities Act of 1933, and may be compelled toresort to one or more private sales to a restricted group of purchasers whowill be obliged to agree, among other things, to acquire such PledgedCollateral for their own accounts, for investment and not with a view to thedistribution or resale thereof.  Pledgoragrees that private sales so made may be at prices and upon other terms lessfavorable to the seller than if such Pledged Collateral were sold at publicsales, and that the Secured Party shall have no obligation to delay sale of anysuch Pledged Collateral for the period of time necessary to permit such PledgedCollateral to be registered for public sale under the Securities Act of 1933.Pledgor agrees that private sales made under the foregoing circumstances may bedeemed to have been made in a commercially reasonable manner.  Nothing herein shall be deemed to require thePledgor to effect a registration of the Pledged Collateral under the SecuritiesAct of 1933.

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(d)           Uponthe occurrence and during the continuance of any Event of Default, the SecuredParty, in its discretion, may demand, sue for and/or collect any money orproperty at any time due, payable or receivable, to which it may be entitledhereunder, on account of or in exchange for any of the Pledged Collateral.  Upon the occurrence and during thecontinuance of any Event of Default, the Secured Party shall further have theright, for and in the name, place and stead of Pledgor, to executeendorsements, assignments, or other instruments of conveyance or transfer withrespect to all or any of the Pledged Collateral.

(e)           TheSecured Party shall not be obligated to do any of the acts hereinaboveauthorized and in the event that the Secured Party elects to do any such act,the Secured Party shall not be responsible to Pledgor, other than fornegligence or willful misconduct.

(f)            The Secured Partyshall have no obligation to marshal any assets in favor of Pledgor, or againstor in payment of the Secured Obligations or any other obligation owed to theSecured Party by Pledgor or any other person.

**Section 10****. Rights of Secured Party**.  No course ofdealing between Pledgor and the Secured Party nor any failure to exercise, norany delay in exercising, on the part of the Secured Party, any right, power orprivilege hereunder or under any of the Secured Obligations, shall operate as awaiver thereof; nor shall any single or partial exercise of any right, power orprivilege hereunder or thereunder preclude any other or further exercisethereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided andprovided under any of the Secured Obligations are cumulative and are in additionto, and not exclusive of, any rights or remedies provided by law, including,without limitation, the rights and remedies of a Secured Party under theUniform Commercial Code.

**Section 11****. Assignment, Etc**.  No waiver bythe Secured Party or by any other holder of Secured Obligations of any defaultshall be effective unless in writing nor operate as a waiver of any otherdefault or of the same default on a future occasion.  In the event of a sale or assignment by theSecured Party of its interests under the Transaction Documents, the SecuredParty may assign or transfer its rights and interests under this Agreement inwhole or in part to the purchaser or assignee of such interests, whereupon suchpurchaser or purchasers shall become vested with all of the powers and rightsgiven to the Secured Party hereunder, and the Secured Party

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shall thereafter be forever released and fullydischarged from any liability or responsibility thereafter arising hereunderwith respect to the rights and interests so assigned.

**Section 12****. Duty of Secured Party**.  Beyond theexercise of reasonable care to assure the safe custody of the PledgedCollateral while held hereunder, the Secured Party shall have no duty orliability to collect any sums due in respect thereof or to protect or preserverights pertaining thereto, and shall be relieved of all responsibility for thePledged Collateral upon surrendering the same to Pledgor.

**Section 13****. Waivers, Etc**.  To the extentpermitted by applicable law, Pledgor, on its own behalf and on behalf of itssuccessors and assigns, hereby waives presentment, demand, payment, notice ofdishonor, protest and, except as otherwise provided herein, all other demandsand notices in connection with this Agreement or the enforcement of the rightsof the Secured Party hereunder or in connection with any SecuredObligations.  The Secured Party mayrelease, supersede, exchange or modify any collateral security it may from timeto time hold and release, surrender or modify the liability of any third partywithout giving notice hereunder to Pledgor. The Secured Party shall be under no duty to exhaust its rights againstany such collateral security or any such third party before realizing on thePledged Collateral.  Such modifications,changes, renewals, releases or other actions shall in no way affect Pledgor’sobligations hereunder.

Pledgor further waives any right it may have under the Constitution ofthe Commonwealth of Massachusetts (or under the constitution of any other statein which the any of the Pledged Collateral may be located), or under theConstitution of the United States of America, to notice (except for noticespecifically required hereby) or to a judicial hearing prior to the exercise ofany right or remedy provided by this Agreement to the Secured Party, and waivesits rights, if any, to set aside or invalidate any sale duly consummated inaccordance with the foregoing provisions hereof on the grounds (if such be thecase) that the sale was consummated without a prior judicial hearing. PLEDGOR’SWAIVERS UNDER THIS SECTION 13 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLYAND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED AND COUNSELED BY ITSATTORNEYS AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

**Section 14****. Further Assurances as to Collateral; Attorney-in-Fact**. From time to time hereafter, Pledgor shall execute and deliver, or willcause to be executed and delivered, such 

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additional instruments, certificates or documents(including, without limitation, financing statements, renewal statements,collateral assignments and other security documents), and shall take all suchactions, as the Secured Party may reasonably request, for the purposes ofimplementing or effectuating the provisions of this Agreement or of more fullyperfecting or renewing the Secured Party’s rights with respect to the PledgedCollateral (or with respect to any additions thereto or replacements orproceeds thereof or with respect to any other property or assets hereafteracquired by the Pledgor which may be deemed to be a part of the PledgedCollateral) pursuant hereto and thereto. The Secured Party is hereby appointed the attorney-in-fact, with fullpower of substitution, of Pledgor for the purpose of carrying out theprovisions of this Agreement and taking any action, including, withoutlimitation, executing, delivering and filing applications, certificates,instruments and other documents and papers with governmental authorities, andexecuting any instruments, including without limitation, assignments, conveyancesand transfers which are required to be taken or executed by Pledgor under thisAgreement, on its behalf and in its name which appointment is coupled with aninterest, is irrevocable and durable and shall survive the subsequentdissolution, disability or incapacity of the Pledgor.

**Section 15****. Notices**.  (a)Any and all notices, demands, consents, approvals, offers, elections and othercommunications required or permitted under this Agreement shall be deemedadequately given if in writing and the same shall be delivered either in hand,by telecopier with electronic confirmation of receipt, or by mail or FederalExpress or similar expedited commercial carrier, addressed to the recipient ofthe notice, postpaid and registered or certified with return receipt requested(if by mail), or with all freight charges prepaid (if by Federal Express orsimilar carrier).

(b)           All notices required or permitted to besent hereunder shall be deemed to have been given for all purposes of thisAgreement upon the date of electronic confirmation of receipt, in the case of anotice by telecopier, and, in all other cases, upon the date of receipt orrefusal, except that whenever under this Agreement a notice is either receivedon a day which is not a Business Day or is required to be delivered on orbefore a specific day which is not a Business Day, the day of receipt orrequired delivery shall automatically be extended to the next Business Day.

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(c)           All such notices shall be addressed,
|   | if to the Secured Party to: |                                         |
|--------|-----------------------------|----------------------------------------------|
|   |                        |                                         |
|   |                        | c/o HRES1  Properties Trust400 Centre Street |   |
|   |                        | Newton,  Massachusetts 02458                 |   |
|   |                        | Attn: President                              |   |
|   |                        | [Telecopier No.  (617) 796-8349]             |   |
|   |                        |                                         |   |
|   |                        |                                         |   |
|   | if to Pledgor  to:          |                                         |
|   |                        |                                         |
|   |                        | c/o FSQ, INC.                                |   |
|   |                        | 400 Centre  Street                           |   |
|   |                        | Newton,  Massachusetts 02458                 |   |
|   |                        | Attn: President                              |   |
|   |                        | [Telecopier No.  (617) 796-8385]             |   |

(d)           By notice given as herein provided, the parties heretoand their respective successors and assigns shall have the right from time totime and at any time during the term of this Agreement to change theirrespective addresses effective upon receipt by the other parties of such noticeand each shall have the right to specify as its address any other addresswithin the United States of America or to such other address as the party towhom such notice is directed may have designated in writing to the otherparties hereto.

**Section 16****. Successors and Assigns**.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns, and the term “Secured Party” shallbe deemed to include any other holder or holders of any of the SecuredObligations.  Where the context sopermits or requires, terms defined herein in the singular number shall includethe plural, and in the plural number, the singular.  This Agreement may be executed in any numberof counterparts and by the different parties on separate counterparts, each ofwhich, when so executed and delivered, shall be an original and all of whichshall together constitute one and the same agreement.

**Section 17****. Reinstatement**.  ThisAgreement 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 thePledged Collateral is rescinded or must otherwise be restored or returned bythe Secured Party upon the insolvency, bankruptcy, dissolution, liquidation orreorganization of Pledgor or upon the appointment of any intervenor orconservator of, or trustee

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or similar official for the Pledgor or any substantialpart of its or property, or otherwise, all as though such payments had not beenmade.

**Section 18****. Restrictions on Transfer**.  To the extentthat any restrictions imposed by the Certificates of Formation, LimitedLiability Company Agreements or any other charter documents of any Entitycomprising Tenant or any other document or instrument would in any way affector impair the pledge of the Pledged Collateral hereunder or the exercise by theSecured Party of any right granted hereunder including, without limitation, theright of the Secured Party to dispose of the Pledged Collateral upon theoccurrence of any Event of Default, Pledgor hereby waives such restrictions,and Pledgor hereby agrees that it will take any action which the Secured Partymay reasonably request in order that the Secured Party may obtain and enjoy thefull rights and benefits granted to the Secured Party by this Agreement free ofany such restrictions.

**Section 19****. Applicable Law**.  ThisAgreement and any other instruments executed and delivered to evidence,complete or perfect the transactions contemplated hereby and thereby shall beinterpreted, construed, applied and enforced in accordance with the laws of theCommonwealth of Massachusetts applicable to contracts between residents ofMassachusetts which are to be performed entirely within Massachusettsregardless of (i) where any such instrument is executed or delivered; or (ii)where any payment or other performance required by any such instrument is madeor required to be made; or (iii) where any breach of any provision of any suchinstrument occurs, or any cause of action otherwise accrues; or (iv) where anyaction or other proceeding is instituted or pending; or (v) the nationality,citizenship, domicile, principal place of business, or jurisdiction oforganization or domestication of any party; or (vi) whether the laws of theforum jurisdiction otherwise would apply the laws of a jurisdiction other thanthe Commonwealth of Massachusetts; or (vii) any combination of the foregoing.

**Section 20****. Arbitration.**  The SecuredParty or Pledgor may elect to submit any dispute hereunder that has an amountin controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted inBoston, Massachusetts in accordance with the Commercial Arbitration Rules ofthe American Association then pertaining and the decision of the arbitratorswith respect to such dispute shall be binding, final and conclusive on theparties.

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In the event the Secured Party or Pledgor shall elect to submit anysuch dispute to arbitration hereunder, the Secured Party and Pledgor shall eachappoint and pay all fees of a fit and impartial person as arbitrator with atleast ten (10) years’ recent professional experience in the general subjectmatter of the dispute.  Notice of suchappointment shall be sent in writing by each party to the other, and thearbitrators so appointed, in the event of their failure to agree within thirty(30) days after the appointment of the second arbitrator upon the matter sosubmitted, shall appoint a third arbitrator. If either the Secured Party or Pledgor shall fail to appoint anarbitrator, as aforesaid, for a period of twenty (20) days after written noticefrom the other party to make such appointment, then the arbitrator appointed bythe party having made such appointment shall appoint a second arbitrator andthe two (2) so appointed shall, in the event of their failure to agree upon anydecision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon athird arbitrator within forty five (45) days after the appointment of thesecond arbitrator, then such third arbitrator shall be appointed by theAmerican Arbitration Association from its qualified panel of arbitrators, andshall be a person having at least ten (10) years’ recent professionalexperience as to the subject matter in question.  The fees of the third arbitrator and theexpenses incident to the proceedings shall be borne equally between the SecuredParty and Pledgor, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by theparties, and the fees of expert witnesses and other witnesses called for theparties, shall be paid by the respective party engaging such counsel or callingor 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 counterpartthereof to be delivered to the Secured Party and one to Pledgor.  A judgment of a court of competentjurisdiction may be entered upon the award of the arbitrators in accordancewith the rules and statutes applicable thereto then obtaining.

The Secured Party and Pledgor acknowledge and agree that, to the extentany such dispute shall involve any Manager and be subject to arbitrationpursuant to such Manager’s Management Agreement, the Secured Party and Pledgorshall cooperate to consolidate any such arbitration hereunder and under suchManagement Agreement into a single proceeding.

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**Section 21****. Severability**.  In case anyone or more of the provisions contained in this Agreement should be invalid,illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein shall not in anyway be affected or impaired thereby, but this Agreement shall be reformed andconstrued and enforced to the maximum extent permitted by applicable law.

**Section 22****. Entire Contract**.  ThisAgreement constitutes the entire agreement between the parties hereto withrespect to the subject matter hereof and shall supersede and take the place ofany other instruments purporting to be an agreement of the parties heretorelating to the subject matter hereof.

**Section 23****. Headings; Counterparts**.  Headings inthis Agreement are for purposes of reference only and shall not limit orotherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts, each ofwhich shall be an original, but all of which together shall constitute oneinstrument, and in pleading or proving any provision of this Agreement, itshall not be necessary to produce more than one of such counterparts.

**Section 24****. Nonliability of Trustees**.  THEDECLARATION OF TRUST ESTABLISHING THE SECURED PARTY, A COPY OF WHICH, TOGETHERWITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED WITH THEDEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THATTHE NAME “HRES1 PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER SUCH DECLARATIONCOLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NOTRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE SECURED PARTY SHALL BEHELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF ORCLAIM AGAINST, THE SECURED PARTY.  ALLPERSONS DEALING WITH THE SECURED PARTY, IN ANY WAY, SHALL LOOK ONLY TO THEASSETS OF THE SECURED PARTY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OFANY OBLIGATION.

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WITNESS the execution hereof under seal as of the date above first written.
|   | ** ** | **PLEDGOR:**                            |   |
|--------|------------|-----------------------------------------|--------|
|   | ** ** | ** **                              |   |
|   | ** ** | **FSQ,  INC.**                          |   |
|   |       | a Delaware  corporation                 |   |
|   |       |                                    |   |
|   |       | /s/ Evrett W. Benton                    |   |
|   |       | By: Evrett W.  Benton                   |   |
|   |       | Its: President                          |   |
|   |       |                                    |   |
|   |       |                                    |   |
|   |       |                                    |   |
|   | ** ** | **SECURED  PARTY:**                     |   |
|   | ** ** | ** **                              |   |
|   | ** ** | **HRES1  PROPERTIES TRUST,**            |   |
|   |       | a Maryland real estate investment trust |   |
|   |       |                                    |   |
|   |       | /s/ David J. Hegarty                    |   |
|   |       | By: David J.  Hegarty                   |   |
|   |       | Its: President                          |   |

 

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