Exhibit 10.7





EXHIBIT 10.7 




AMENDED AND RESTATED
PURCHASE AND SALE
AGREEMENT  






by and between 




SPT-MICHIGAN TRUST,
 as Seller,  





and 




FIVE STAR QUALITY CARE-HOWELL,
LLC, 
 as Purchaser  




     _________________ 




April 19, 2004 



     _________________ 











TABLE OF CONTENTS 




		  		Page
	ARTICLE 1	  	DEFINITIONS	1 
	1.1	 	Affiliated Persons	1 
	1.2	 	Agreement	2 
	1.3	 	Assets	2 
	1.4	 	Business Day	2 
	1.5	 	Closing	2 
	1.6	 	Closing Date	2 
	1.7	 	Facility	2 
	1.8	 	FF&E	2 
	1.9	 	Five Star	2 
	1.10	 	HUD Financing	2 
	1.11	 	Improvements	2 
	1.12	 	Intangible Personal Property	3 
	1.13	 	Lease	3 
	1.14	 	Original Agreement	3 
	1.15	 	Permitted Encumbrances	3 
	1.16	 	Property	3 
	1.17	 	Purchase Price	3 
	1.18	 	Purchaser	3 
	1.19	 	Real Property	3 
	1.20	 	Seller	4 
	1.21	 	Tangible Personal Property	4 
	1.22	 	Tenant Leases	4 
	ARTICLE 2 	 	PURCHASE AND SALE; CLOSING	4 
	2.1	 	Purchase and Sale	4 
	2.2	 	Closing	4 
	2.3	 	Purchase Price	4 
	ARTICLE 3 	 	CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE	5 
	3.1	 	Closing Documents	5 
	3.2	 	HUD Financing	5 
	ARTICLE 4 	 	CONDITIONS TO SELLER' OBLIGATION TO CLOSE	5 
	4.1	 	Purchase Price	6 
	4.2	 	Closing Documents	6 
	4.3	 	HUD Financing	6 
	ARTICLE 5 	 	REPRESENTATIONS AND WARRANTIES OF THE SELLER	6 
	5.1	 	Status and Authority of the Seller	6 
	5.2	 	Action of the Seller	6 
	5.3	 	No Violations of Agreements	7 
	5.4	 	Litigation	7 
	5.5	 	Not A Foreign Person	7 
	ARTICLE 6 	 	REPRESENTATIONS AND WARRANTIES OF PURCHASER	8 
	6.1	 	Status and Authority of the Purchaser	8 
	6.2	 	Action of the Purchaser	8 
	6.3	 	No Violations of Agreements	9 



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TABLE OF CONTENTS 
(continued)


		  		Page
	6.4	 	Litigation	9 
	ARTICLE 7	 	 APPORTIONMENTS	9 
	7.1	 	Real Property Apportionments	9 
	7.2	 	Closing Costs	9 
	ARTICLE 8	 	 Default	10 
	8.1	 	Default by the Seller	10 
	8.2	 	Default by the Purchaser	10 
	ARTICLE 9	 	 MISCELLANEOUS	10 
	9.1	 	Brokerage Commissions	10 
	9.2	 	Publicity	11 
	9.3	 	Notices	11 
	9.4	 	Waivers, Etc.	12 
	9.5	 	Assignment; Successors and Assigns	12 
	9.6	 	Severability	13 
	9.7	 	Counterparts, Etc.	13 
	9.8	 	Governing Law	13 
	9.9	 	Performance on Business Days	14 
	9.10	 	Attorneys' Fees	14 
	9.11	 	Section and Other Headings	14 




Schedule A:  Legal Description of
Property 


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AMENDED AND RESTATED 
PURCHASE AND SALE
AGREEMENT 




        THIS
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT is made as of April 14, 2004, by
and between SPT-MICHIGAN TRUST, a Maryland business trust (the “Seller”),
and FIVE STAR QUALITY CARE-HOWELL, LLC, a Delaware limited liability company (the
“Purchaser”).  




WITNESSETH: 



        WHEREAS,
the Seller is the owner of the Property (this and other capitalized terms used and not
otherwise defined herein shall have the meanings given such terms in Article 1);
and  



        WHEREAS,
the Purchaser desires to purchase the Property, as more fully set forth below; and  



        WHEREAS,
the Seller and the Purchaser, among others, entered into that certain Purchase and Sale
Agreement, dated as of July 23, 2003, with respect to the Property (the “Original
Agreement”); and  



        WHEREAS,
the obligations of the Seller and the Purchaser under the Original Agreement have expired
pursuant to the express terms of the Original Agreement; and  



        WHEREAS,the
Seller and the Purchaser have agreed to amend and restate the Original Agreement in order
to reinstate the same and to correct certain scrivener’s errors in the identity of
the Seller;  



        NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the mutual receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Original Agreement is hereby
amended and restated to read as follows:  




ARTICLE 1

DEFINITIONS 



        Capitalized
terms used in this Agreement shall have the meanings set forth below or in the Section of
this Agreement referred to below:  



        1.1  “Affiliated
Persons” shall have the meaning given such term in the Lease.  


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        1.2  “Agreement” shall
mean this Amended and Restated Purchase and Sale Agreement, together with Schedule A
attached hereto, as it and they may be amended from time to time as herein provided.  



        1.3  “Assets” shall
mean, collectively, all of the Real Property, the FF&E, the Improvements, the
Tangible Personal Property, the Intangible Personal Property and the Tenant Leases owned
by the Seller in connection with or relating to the Facility.  



        1.4  “Business
Day” shall mean any day other than a Saturday, Sunday or any other day on
which banking institutions in The Commonwealth of Massachusetts authorized by law or
executive action to close.  



        1.5  
     “Closing”  shall have the meaning given such term in Section 2.2. 



        1.6  
     “Closing Date”  shall have the meaning given such term in Section 2.2. 



        1.7  
     “Facility”  shall mean the skilled nursing and rehabilitation facility currently
being operated on the Property. 



        1.8  “FF&E” shall
mean all machinery, equipment, furniture, furnishings, moveable walls or partitions,
computers or trade fixtures or other personal property of any kind or description, owned
by the Seller, used in the conduct of the Property or the Facility located thereon, and
located on or in the Property or the Facility, and all modifications, replacements,
alterations and additions to such personal property.  



        1.9  
     “Five Star”  shall mean Five Star Quality Care Trust, a Maryland business trust. 



        1.10  “HUD
Financing” shall mean a loan in the original principal amount of Five
Million Fifteen Thousand Dollars ($5,015,000) to be obtained by the Purchaser from Love
Funding Corporation, which loan is insured by the U.S. Department of Housing and Urban
Development, to finance the Purchaser’s acquisition of the Property.  



        1.11  “Improvements” shall
mean all buildings, fixtures, walls, fences, landscaping and other structures and
improvements situated on, affixed or appurtenant to, the Real Property.  



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        1.12  “Intangible
Personal Property” shall mean (i) all agreements, service contracts,
equipment leases, booking agreements and other arrangements or agreements owned by the
Seller affecting the ownership, repair, maintenance, management, leasing or operation of
the Property, or the Facility located thereon, (ii) all books, records and files of the
Seller relating to the leasing, maintenance, management or operation of the Property, or
the Facility located thereon, or any portion thereof, (iii) all transferable or
assignable permits, certificates of occupancy, operating permits, sign permits,
development rights and approvals, certificates, licenses, warranties and guarantees,
trade names and service marks owned by the Seller with respect to the Property, or the
Facility located thereon, and (iv) all other transferable intangible property,
miscellaneous rights, benefits and privileges of any kind or character belonging to the
Seller with respect to the Property, or the Facility located thereon.  



        1.13  “Lease” shall
mean the Amended and Restated Lease Agreement, dated as of March 1, 2004, by and among
certain Affiliated Persons of Senior Housing Properties Trust, as landlord, and certain
Affiliated Persons of Five Star, as tenant, as the same may have been, or hereafter be,
amended, restated, supplemented or otherwise modified from time to time.  



        1.14  
    “Original Agreement”  shall have the meaning given such term in the recitals to this
Agreement. 



        1.15  “Permitted
Encumbrances” shall mean all liens, encumbrances and other matters affecting
title to the Property other than those created by the landlord under the Lease in
violation of the terms thereof.  



        1.16  
    “Property”  shall mean, collectively, all of the Assets relating to the Real Property. 



        1.17  
    “Purchase Price”  shall mean Five Million Nine Hundred Thousand Dollars ($5,900,000). 



        1.18  
    “Purchaser”  shall have the meaning given such term in the first paragraph of this
Agreement. 



        1.19  “Real
Property” shall mean the real property described in Schedule A,
together with all easements, rights of way, privileges, licenses and appurtenances which
the Seller may own with respect thereto.  


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        1.20  
    “Seller”  shall have the meaning given such term in the first paragraph of this
Agreement. 



        1.21  “Tangible
Personal Property” shall mean all motor vehicles and consumable inventory and
supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and
machinery and all other tangible personal property owned by the Seller, of any kind or
description, used in the conduct of the Facility and located on the Property, and all
modifications, replacements, alterations and additions thereto.  



        1.22  “Tenant
Leases” shall mean all leases, rental agreements or other agreements
(including all amendments or modifications thereto) which entitle any person to have
rights with respect to the use or occupancy of any portion of the Property.  




ARTICLE 2 

PURCHASE AND SALE;
CLOSING  




        2.1  Purchase
and Sale. In consideration of the mutual covenants herein contained, the
Purchaser hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell
to the Purchaser, all of the Seller’s right, title and interest in and to the
Property for the Purchase Price, subject to and in accordance with the terms and
conditions of this Agreement.  



        2.2  Closing.
The purchase and sale of the Property shall be consummated at a closing (the “Closing”)
to be held at the offices of Sullivan &Worcester LLP, One Post Office Square, Boston,
Massachusetts, or at such other location as the Seller and the Purchaser may agree, at
10:00 a.m. local time, on a date (the “Closing Date”) which is the later
to occur of (i) April 16, 2004, and (ii) the date as of which all conditions
precedent to the Closing herein set forth have either been satisfied or waived by the
party in whose favor such conditions run. In the event that the Closing shall not have
occurred on or before April 30, 2004, any party shall have the right, by the giving of
written notice, to terminate this Agreement.  



        2.3  Purchase
Price. The Purchase Price for the Property shall be payable, subject to
adjustment as provided in Article 7, by the Purchaser to or at the direction of
the Seller at the Closing. The Purchase Price shall be payable in immediately available
federal funds by wire transfer to an account or accounts to be designated by the Seller.  


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ARTICLE 3 

CONDITIONS TO
PURCHASER’S OBLIGATION TO CLOSE  



        The
obligation of the Purchaser to acquire the Property on the Closing Date shall be subject
to the satisfaction of the following conditions precedent on and as of such Closing Date: 



        3.1  
     Closing Documents.  The Seller shall have delivered to the Purchaser: 



        (a)              A
good and sufficient warranty deed with covenants against grantor’s acts,
          or its local equivalent, in proper statutory form for recording, duly executed
          and acknowledged by the Seller, conveying good and marketable title to the
          Property, free from all liens and encumbrances other than the Permitted
          Encumbrances;  



        (b)              A
bill of sale and assignment agreement, in form and substance reasonably
          satisfactory to the Seller and the Purchaser, duly executed and acknowledged by
          the Seller, with respect to all of the Seller’s right, title and interest
          in, to and under the FF&E, the Tangible Personal Property, the Intangible
          Personal Property and the Tenant Leases, with respect the Property;  



        (c)              An
amendment of lease, in form and substance reasonably satisfactory to the           Seller
and the Purchaser, duly executed and acknowledged by the Seller and Five           Star,
removing the Property from the Lease;  



        (d)              Certified
copies of all charter documents, applicable corporate resolutions and
          certificates of incumbency with respect to the Seller; and  



        (e)              Such
other conveyance documents, certificates, deeds, affidavits and other
          instruments as the Purchaser may reasonably require to effectuate the
          transactions contemplated by this Agreement.  



        3.2  
     HUD Financing.  The HUD Financing shall simultaneously close and fund. 




ARTICLE 4 

CONDITIONS TO
SELLER’ OBLIGATION TO CLOSE 



        The
obligation of the Seller to convey the Property on the Closing Date to the Purchaser is
subject to the satisfaction of 


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the following conditions precedent on and as of the Closing
Date:



        4.1  
     Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price as
provided in Section 2.3. 



        4.2  
     Closing Documents.  The Purchaser shall have delivered to the Seller: 



        (a)            Duly
executed and acknowledged counterparts of the documents described in Section 3.1,
where applicable;  



        (b)            Certified
copies of all charter documents, applicable resolutions and           certificates of
incumbency with respect to the Purchaser; and  



        (c)            Such
other conveyance documents, certificates, deeds, affidavits and other
          instruments as the Seller may reasonably require to effectuate the transactions
          contemplated by this Agreement.  



        4.3  
     HUD Financing.  The HUD Financing shall simultaneously close and fund. 




ARTICLE 5 

REPRESENTATIONS AND
WARRANTIES OF THE SELLER  





        To
induce the Purchaser to enter into this Agreement, the Seller represents and warrants to
the Purchaser as follows: 



        5.1  
Status
and Authority of the Seller. The Seller is a business trust duly organized,
validly existing and in good standing under the laws of the State of Maryland, and has
all requisite power and authority under the laws of such state and under its charter
documents to enter into and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The Seller has duly qualified and is in
good standing as a trust in each jurisdiction in which the nature of the business
conducted by it requires such qualification, except where the failure to do so could not
reasonably be expected to have a material adverse effect.  



        5.2  Action
of the Seller. The Seller has taken all necessary action to authorize the execution,
delivery and performance of this Agreement, and upon the execution and delivery of any
document to be delivered by it on or prior to the Closing Date, such document shall
constitute its valid and binding obligation and agreement, enforceable against the Seller


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in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application affecting
the rights and remedies of creditors.  



        5.3  
No
Violations of Agreements. Neither the execution, delivery or performance of this
Agreement, nor compliance with the terms and provisions hereof, will result in any breach
of the terms, conditions or provisions of, or conflict with or constitute a default
under, or result in the creation of any lien, charge or encumbrance upon the Seller’s
property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence
of indebtedness or any other agreement or instrument by which it is bound.  



        5.4  Litigation.
The Seller has not received written notice of and, to the Seller’ knowledge, no
action or proceeding is pending or threatened and no investigation looking toward such an
action or proceeding has begun, which (a) questions the validity of this Agreement or any
action taken or to be taken pursuant hereto, (b) will result in any material adverse
change in the business, operation, affairs or condition of the Seller’s property,
(c) will result in or subject the Seller’s property to a material liability, or (d)
involves condemnation or eminent domain proceedings against any material part of the
Seller’s property.  



        5.5  
Not
A Foreign Person. The Seller is not a “foreign person” within the meaning
of Section 1445 of the United States Internal Revenue Code of 1986, as amended, and the
treasury regulations promulgated thereunder.  



        The
representations and warranties made in this Agreement by the Seller are made as of the
date hereof and shall be deemed remade by the Seller as of the Closing Date with the same
force and effect as if made on, and as of, such date. 



        Except
as otherwise expressly provided in this Agreement or any documents to be delivered to the
Purchaser at the Closing, the Seller disclaims the making of any representations or
warranties, express or implied, regarding the Property or matters affecting the Property,
including, without limitation, the physical condition of the Property, title to or the
boundaries of the Real Property, pest control matters, soil conditions, the presence,
existence or absence of hazardous wastes, toxic substances or other environmental matters,
compliance with building, health, safety, land use and zoning laws, regulations and
orders, structural and other engineering 



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characteristics, traffic patterns, market data,
economic conditions or projections, and any other information pertaining to the Property
or the market and physical environments in which they are located. The Purchaser
acknowledges (i) that the Purchaser has entered into this Agreement with the intention of
making and relying upon its own investigation or that of third parties with respect to the
physical, environmental, economic and legal condition of the Property, and (ii) that the
Purchaser is not relying upon any statements, representations or warranties of any kind,
other than those specifically set forth in this Agreement or in any document to be
delivered to the Purchaser at the Closing. The Purchaser further acknowledges that it has
not received from or on behalf of the Seller any accounting, tax, legal, architectural,
engineering, management or other advice with respect to this transaction and is relying
solely upon the advice of third party accounting, tax, legal, architectural, engineering,
management and other advisors. The Purchaser shall purchase the Property in its “as
is” condition on the Closing Date. 




ARTICLE 6

REPRESENTATIONS AND
WARRANTIES OF PURCHASER   




        To
induce the Seller to enter in this Agreement, the Purchaser represents and warrants to the
Seller as follows: 



        6.1  
Status
and Authority of the Purchaser. The Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of its state of
formation, and has all requisite power and authority under the laws of such state and its
charter documents to enter into and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The Purchaser has duly qualified to
transact business in each jurisdiction in which the nature of the business conducted by
it requires such qualification, except where failure to do so could not reasonably be
expected to have a material adverse effect.  



        6.2  
Action
of the Purchaser. The Purchaser has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and upon the execution and
delivery of any document to be delivered by the Purchaser on or prior to the Closing Date
such document shall constitute the valid and binding obligation and agreement of the
Purchaser, enforceable against the Purchaser in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws of 


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general application affecting the rights and remedies of creditors.  



        6.3   No
Violations of Agreements. Neither the execution, delivery or performance
of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof,
will result in any breach of the terms, conditions or provisions of, or conflict with or
constitute a default under, or result in the creation of any lien, charge or encumbrance
upon any property or assets of the Purchaser pursuant to the terms of any indenture,
mortgage, deed of trust, note, evidence of indebtedness or any other agreement or
instrument by which the Purchaser is bound.  



        6.4  Litigation.
No investigation, action or proceeding is pending and, to the Purchaser’s knowledge,
no action or proceeding is threatened and no investigation looking toward such an action
or proceeding has begun, which questions the validity of this Agreement or any action
taken or to be taken pursuant hereto.  



        The
representations and warranties made in this Agreement by the Purchaser shall be continuing
and shall be deemed remade by the Purchaser as of the Closing Date with the same force and
effect as if made on, and as of, such date. 




ARTICLE 7 

APPORTIONMENTS 




        7.1  Real
Property Apportionments. Representatives of the Purchaser and the Seller
shall perform any and all of the adjustments and apportionments which are appropriate and
usual for a transaction of this nature and taking into account the applicable provisions
of the Lease. The adjustments hereunder shall be calculated or paid in an amount based
upon a fair and reasonable estimated accounting performed and agreed to by
representatives of the Purchaser and the Seller at or prior to the Closing. Subsequent
final adjustments and payments shall be made in cash or other immediately available funds
as soon as practicable after the Closing Date and in any event within ninety (90) days
after the Closing Date, based upon an agreed accounting performed by representatives of
the Seller and the Purchaser.  



        7.2   Closing
Costs. The Purchaser shall pay all costs and expenses associated with the
transactions contemplated hereby, including, without limitation, recording costs, title
insurance premiums, the costs and expenses of preparing engineering and 


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environmental
reports, market studies and appraisals and the reasonable costs and expenses of legal
counsel retained by the Purchaser.  





        The
obligations of the parties under this Article 7 shall survive the Closing. 




ARTICLE 8 

Default 




        8.1  Default
by the Seller. If the Seller shall have made any representation or
warranty herein which shall be untrue or misleading in any material respect, or if the
Seller shall fail to perform any of the material covenants and agreements contained
herein to be performed by the Seller and such failure continues for a period of five (5)
days after notice thereof from the Purchaser, the Purchaser may, as its sole remedy,
either (x) terminate this Agreement, or (y) pursue a suit for specific performance.  



        8.2   Default
by the Purchaser. If the Purchaser shall have made any representation or
warranty herein which shall be untrue or misleading in any material respect, or if the
Purchaser shall fail to perform any of the covenants and agreements contained herein to
be performed by it and such failure shall continue for a period of five (5) days after
notice thereof from the Seller, or if the Purchaser shall default in its obligations
under the Lease and such default shall continue beyond the expiration of any applicable
cure period, the Seller may, as its sole and exclusive remedy at law and in equity,
terminate this Agreement.  




ARTICLE 9 

 MISCELLANEOUS




        9.1   Brokerage
Commissions. Each of the parties hereto represents to the other parties
that it dealt with no broker, finder or like agent in connection with this Agreement or
the transactions contemplated hereby. The Purchaser shall be solely responsible for and
shall indemnify and hold harmless the Seller and its respective legal representatives,
heirs, successors and assigns from and against any loss, liability or expense, including,
reasonable attorneys’ fees, arising out of any claim or claims for commissions or
other compensation for bringing about this Agreement or the transactions contemplated
hereby made by any broker, finder or like agent other than such loss, liability or
expense arising from the Purchaser’s breach of its 


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representation made in this Section
9.1. The provisions of this Section 9.1 shall survive the Closing and any
termination of this Agreement.  



        9.2  Publicity.
The parties agree that no party shall, with respect to this Agreement and the
transactions contemplated hereby, contact or conduct negotiations with public officials,
make any public pronouncements, issue press releases or otherwise furnish information
regarding this Agreement or the transactions contemplated to any third party without the
consent of the other parties, which consent shall not be unreasonably withheld, delayed
or conditioned, except as required by law or unless such action is taken based on advice
of counsel given in good faith. No party, or its employees shall trade in the securities
of any parent or affiliate of the Seller or of the Purchaser until a public announcement
of the transactions contemplated by this Agreement has been made. No party shall record
this Agreement or any notice thereof, except as required by law or unless such action is
taken based on advice of counsel given in good faith.  



        9.3  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
written acknowledgment 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 acknowledged           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.  



        (c)              All
such notices shall be addressed,  



        if
to the Seller to: 


	 	c/o Senior Housing Properties Trust

400 Centre Street





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Newton, Massachusetts  02458

Attn:  Mr. David J. Hegarty

[Telecopier No. (617) 796-8349]






      If
to the Purchaser, to: 


	 	c/o Five Star Quality Care, Inc.

400 Centre Street

Newton, Massachusetts  02458

Attn:  Mr. Evrett W. Benton

[Telecopier No. (617) 796-8349]





        (d)                 By
notice given as herein provided, the parties hereto and their respective
          successors and assigns shall have the right from time to time and at any time
          during the term of this Agreement to change their respective addresses
effective           upon receipt by the other parties of such notice and each shall have
the right           to specify as its address any other address within the United States
of America.  



        9.4  Waivers,
Etc. Any waiver of any term or condition of this Agreement, or of the
breach of any covenant, representation or warranty contained herein, in any one instance,
shall not operate as or be deemed to be or construed as a further or continuing waiver of
any other breach of such term, condition, covenant, representation or warranty or any
other term, condition, covenant, representation or warranty, nor shall any failure at any
time or times to enforce or require performance of any provision hereof operate as a
waiver of or affect in any manner such party’s right at a later time to enforce or
require performance of such provision or any other provision hereof. This Agreement may
not be amended, nor shall any waiver, change, modification, consent or discharge be
effected, except by an instrument in writing executed by or on behalf of the party
against whom enforcement of any amendment, waiver, change, modification, consent or
discharge is sought.  



        9.5   Assignment;
Successors and Assigns. This Agreement and all rights and obligations
hereunder shall not be assignable by any party without the written consent of the other
parties. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective legal representatives, successors and permitted
assigns. This Agreement is not intended and shall not be construed to create any rights
in or to be enforceable in any part by any other persons.  



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        9.6  Severability.
If any provision of this Agreement shall be held or deemed to be, or shall in fact be,
invalid, inoperative or unenforceable as applied to any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the
conflict of any provision with any constitution or statute or rule of public policy or
for any other reason, such circumstance shall not have the effect of rendering the
provision or provisions in question invalid, inoperative or unenforceable in any other
jurisdiction or in any other case or circumstance or of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable to the extent that such
other provisions are not themselves actually in conflict with such constitution, statute
or rule of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative or unenforceable provision had never
been contained herein and such provision reformed so that it would be valid, operative
and enforceable to the maximum extent permitted in such jurisdiction or in such case.  



        9.7   Counterparts,
Etc. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement constitutes the entire agreement of 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.  



        9.8  Governing
Law. This Agreement 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 (i) where this Agreement is executed or delivered; or (ii)
where any payment or other performance required by this Agreement is made or required to
be made; or (iii) where any breach of any provision of this Agreement occurs, or any
cause of action otherwise accrues; or (iv) where any action or other proceeding is
instituted or pending; or (v) the nationality, citizenship, domicile, principal place of
business, or jurisdiction of organization or domestication of any party; or (vi) whether
the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other
than The Commonwealth of Massachusetts; or (vii) any combination of the foregoing.
Notwithstanding the foregoing, the laws of the State of Michigan shall apply to the
perfection and priority of liens upon and the disposition of and disposition with respect
to the Property.  



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



        9.9  Performance
on Business Days. In the event the date on which performance or payment of
any obligation of a party required hereunder is other than a Business Day, the time for
payment or performance shall automatically be extended to the first Business Day
following such date.  



        9.10  Attorneys’Fees.
If any lawsuit or arbitration or other legal proceeding arises in connection with the
interpretation or enforcement of this Agreement, the prevailing party therein shall be
entitled to receive from the other party the prevailing party’s costs and expenses,
including reasonable attorneys’ fees incurred in connection therewith, in
preparation therefor and on appeal therefrom, which amounts shall be included in any
judgment therein.  



        9.11  Section
and Other Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.  



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        IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed
instrument as of the date first above written. 





	 	SELLER:



SPT-MICHIGAN TRUST, a Maryland business trust





By:      /s/ John R. Hoadley          

                John R. Hoadley

                Treasurer





PURCHASER:



FIVE STAR QUALITY CARE - HOWELL, LLC,
a Delaware limited
liability company





By:      /s/ Rosemary Esposito, R.N.          

                Rosemary Esposito, R.N.

                Authorized Agent














OMITTED SCHEDULE 







	  	SCHEDULE NUMBER	TITLE
	  	
A	
Legal Description of Property





The Registrant agrees to furnish supplementally a copy of the foregoing omitted
schedule to the Securities and Exchange Commission upon request.