Exhibit 10.8



EXHIBIT 10.8



MORTGAGE 



        THIS
MORTGAGE, dated as of the 19th day of April, 2004, between Five Star
Quality Care-Howell, LLC, a Delaware limited liability company, and having a mailing
address c/o Five Star Quality Care Trust, 400 Centre Street, Newton, MA 02458, Mortgagor,
and Love Funding Corporation, a Virginia corporation, and having a mailing address
at 1250 Connecticut Avenue, NW, Washington, DC 20036, Mortgagee. 



        WITNESSETH:
That whereas the Mortgagor is justly indebted to the Mortgagee in the principal sum of
FIVE MILLION FIFTEEN THOUSAND AND NO/100THS DOLLARS ($5,015,000.00), evidenced by
its note dated April  19, 2004, bearing interest from date on outstanding balances at
Five and 55/100ths per centum (5.55%) per annum, said principal and interest being payable
in monthly installments as provided in said note with a final maturity of May 1, 2039,
which note is identified as being secured hereby by a certificate thereon. Said note and
all of its items are incorporated herein by reference and this conveyance shall secure any
and all extensions thereof, however evidenced. 



        NOW,
THEREFORE, the said Mortgagor, for tile better securing of the payment of the said
principal sum of money and interest and the performance of the covenants and agreements
herein contained does by these presents, MORTGAGE, AND WARRANT unto the Mortgagee,
its successors or assigns, the lands, premises and property situate, lying, and being in
Howell Township, Livingston County, Michigan, described as follows, to wit: 



See
Exhibit “A” attached hereto and made a part hereof. 



        TOGETHER
with the privileges and appurtenances to the same belonging, and all of the rents, issues,
and profits which may arise or be had there from; and 



        TOGETHER
with all buildings and improvements of every hind and description now or hereafter erected
or placed thereon, and all fixtures, including but not limited to all gas and electric
fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, steams
and hot water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water
closets, basins pipes, faucets and other plumbing and heating equipment, and all cabinets,
mantels, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking
apparatus and appurtenance, and all furniture, shades, awnings, screens, venetian blinds
and other furnishings; and 



        TOGETHER
with all building materials and equipment located on the premises and intended to be
incorporated its the buildings or other improvements; and 



        TOGETHER
with all articles of personal property now or hereafter attached to or used in and about
the building or buildings now erected or hereafter to be erected on the lands herein
described which are necessary to the complete and comfortable use and occupancy of such
building or buildings for the purposes for which they were or are to be erected including
all goods and chattels and personal property as are ever used or furnished in operating a
building or the activities conducted therein, similar to the one herein described and
referred to, and all renewals or replacements thereof or articles in substitution
therefor, whether or not the same are,  











or shall be attached to said building or buildings
in any manner. All of the foregoing shall be deemed to be, remain and form part of the
realty and are covered under this mortgage. 



        TO
HAVE AND TO HOLD the above mortgaged premises, together with the appurtenances
thereunto appertaining unto the said Mortgagee forever, provided that if the Mortgagor
shall pay the principal and all interest as provided in a certain promissory note executed
by said Mortgagor to said Mortgagee of even date herewith and shall pay all other sums
hereinafter provided for, and shall well and truly keep and perform all of the covenants
herein contained, then this mortgage and the aforesaid note shall be null and void;
otherwise to remain in full effect. 



        AND
THE MORTGAGOR HEREBY COVENANTS AS FOLLOWS: 



	1.  	  	That
the Mortgagor will pay the note at the times and in the manner provided
               therein.  






	3.  	  	That,
in order more fully to protect the security of this mortgage, the
               Mortgagor, together with and in addition to, the monthly payments of
interest or                principal and interest under the terms of the note secured
hereby, will pay the                Mortgagee on the first day of each month after date
until the indebtedness                secured hereby is fully paid, the following sums:  






	  	
(a)
                An amount sufficient to provide the Mortgagee with funds to pay the
next                mortgage insurance premium if this mortgage and the note secured
hereby are                insured, or a monthly service charge if they are held by the
Secretary of                Housing and Urban Development as follows:  






	  	
(I)
                If and so long as said note of even date and this mortgage are
insured or are                reinsured under the provisions of the National Housing Act,
an amount sufficient                to accumulate in the hands of the Mortgagee one month
prior to its due date the                annual mortgage insurance premium, in order to
provide the Mortgagee with funds                to pay such premium to the Secretary of
Housing and Urban Development pursuant                to the National Housing Act, as
amended, and applicable Regulations thereunder,                or  






	  	
(II)
                Beginning with the first day of the month following an assignment of
this                mortgage and the note secured hereby to the Secretary of Housing and
Urban                Development, a monthly service charge which shall be an amount equal
to 1/12 of                1/2% of the average outstanding principal balance due on the
note computed for                each successive year beginning with the first of the
month following such                assignment, without taking into account delinquencies
or prepayments.  






	  	
(b)
                A sum equal to the ground rents, if any, next due, plus the premiums
that will                next become due and payable on policies of fire and other
insurances covering                the premises covered hereby, plus water rates, taxes
and assessments next due on                the premises covered hereby (all as estimated
by the Mortgagee) less all sums                already paid therefor divided by the
number of months to elapse before one month                prior to the date when such
ground rents, premiums, water rates, taxes and                assessments will become
delinquent, such sums to  















	  	
be
held by, the Mortgagee in                trust to pay said ground rents, premiums, water
rates, taxes and special                assessments.  






	  	
(c)
                All payments mentioned in the two preceding subsections of this
paragraph and                all payments to be made under the note secured hereby shall
be added together                and the aggregate amount thereof shall be paid by the
Mortgagor each month in a                single payment to be applied by the Mortgagee to
the following items in the                order set forth:  






	  	
(I)
                 premium charges under the contract of insurance with the Secretary
of Housing                and Urban Development or the service charge as the case may be;  






	  	
(II)
                 ground rents, taxes, assessments, water rates, fire and other
insurance                premiums;  






	  	
(III)
                 interest on the note secured hereby; and  






	  	
(IV)
                amortization of the principal of said note.  






	  	
Any
deficiency in the amount of any such aggregate monthly payment shall, unless made good by
the Mortgagor prior to the due date of the next such payment, constitute on event of
default under this mortgage. 






	4.  	  	That
any excess funds accumulated under paragraph (b) above remaining after           payment
of the items therein mentioned, shall be credited to subsequent monthly
          payments of the same nature required thereunder; but if any such item shall
          exceed the estimate therefor, the Mortgagor shall without demand forthwith make
          good the deficiency. Failure to do so before the due date of such item shall be
          a default thereunder. In case of termination of the contract of mortgage
          insurance by prepayment of the mortgage in full, or otherwise (except as
          hereinafter provided), accumulations under paragraph (a) above not required to
          meet payments due under the Contract of Mortgage Insurance, shall be credited
to           the Mortgagor. If the property is sold under foreclosure or is otherwise
          acquired by the Mortgagee after default, any remaining balance of the
          accumulations under paragraph (b) above shall be credited to the principal of
          the mortgage as of the date of commencement of foreclosure proceedings or as of
          the date the property is otherwise acquired; and accumulations under paragraph
          (a) above shall be similarly applied unless required to pay sums due the
          Secretary under the Contract of Mortgage Insurance.  






	5.  	  	That
it will pay before the same become delinquent or subject to interest or
          penalties, all ground rents, taxes, assessments, water rates, and all other
          charges and encumbrances which now are or shall hereafter be or appear to be a
          lien upon the said premises or any part thereof, and for which provision has
not           been made by monthly payments as hereinbefore provided, and will make
payments           on account of the taxes and assessments levied or to be levied against
the           premises in the manner provided in subsection (b) of the above paragraph
and           that in default thereof the Mortgagee may, without demand or notice, pay
the           said taxes, assessments, charges, or encumbrances, and pay such sum of
money as           the Mortgagee may deem to be necessary therefor, and shall be the sole
judge 














	   	  	
of           the legality or validity thereof and of the amount necessary to be
paid in           satisfaction thereof.  






	6.  	  	That
the Mortgagor will keep the improvements now existing or hereafter erected           on
the mortgaged property insured against loss by fire and such other hazards,
          casualties, and contingencies, as may be stipulated by the Secretary of Housing
          and Urban Development, acting by and through the Federal Housing Commissioner
          upon the insurance of the Mortgage and other insurance as may be required from
          time to time by the Mortgagee, and all such insurance shall be evidenced by
          standard Fire and Extended Coverage Insurance Policy or Policies, in amounts
not           less than necessary to comply with the applicable Coinsurance Clause
percentage,           but in no event shall the amounts of coverage be less than 80% of
the Insurable           Values or not less than the unpaid balance of the insured
mortgage, whichever is           the lesser, and in default thereof the Mortgagee shall
have the right to effect           insurance. Such policies shall be endorsed with
standard Mortgagee clause with           loss payable to the Mortgagee and the Secretary
of Housing and Urban Development           as interest may appear, and shall be deposited
with the Mortgagee. That           insurance company providing such coverage shall be
selected by the Mortgagor           subject to approval by Mortgagee, which approval
shall not be unreasonably           withheld.  






	7.  	  	That
if the premises covered hereby, or any part thereof, shall be damaged by           fire
or other hazard against which insurance is held as hereinbefore provided,           the
amounts paid by any insurance company pursuant to the contract of insurance
          shall, to the extent of the indebtedness then remaining unpaid, be paid to the
          Mortgagee, and, at its option, may be applied to the debt or released for the
          repairing or rebuilding of the premises.  






	8.  	  	That
at the option of the Mortgagor the principal balance secured hereby may be
          reamortized on terms acceptable to the Secretary of Housing and Urban
          Development, acting by and through the Federal Housing Commissioner if a
partial           prepayment results from an award in condemnation in accordance with the
          provisions of Paragraph 9 herein, or from an insurance payment made in
          accordance with provisions of Paragraph 7 herein, where there is a resulting
          loss of project income.  






	9.  	  	That
all awards of compensation in connection with condemnation for public use           of or
a taking of any of that property, shall be paid to the Mortgagee to be           applied
to the amount due under the note secured hereby in (1) amounts equal to           the
next maturing installment or installments of principal and (2) with any           balance
to be credited to the next payment due under the note. That all awards           of
damages in connection with any condemnation for public use of or injury to           any
residue of that property, shall be paid to the Mortgagee to be applied to a
          fund held for and on behalf of the Mortgagor which fund shall, at the option of
          the Mortgagee, and with the prior approval of the Secretary of Housing and
Urban           Development, either be applied to the amount due under the note as
specified in           the preceding sentence, or be disbursed for the restoration or
repair of the           damaged residue. No amount applied to the reduction of the
principal amount due           in accordance with (1) shall be considered an optional
prepayment as the term is           used in this mortgage and the note secured hereby,
nor relieve the Mortgagor           from making regular monthly payments commencing on
the first day of the first           month following the date of receipt of 













	   	  	
the award.
The Mortgagee is hereby           authorized in the name of the Mortgagor to execute and
deliver valid           acquittances for such awards and to appeal from such awards.  






	10.  	  	That
it will not permit or commit any waste on said premises and will keep the
          buildings thereon and all equipment therein mortgaged in good repair, and
          promptly comply with all laws, ordinances, regulations, and requirements of any
          governmental body affecting the said mortgaged premises, and should said
          premises or any part thereof require inspection, repair, care or attention of
          any kind or nature not provided by the Mortgagor, the Mortgagee, being hereby
          made sole judge of the necessity therefor, may, after notice to the Mortgagor,
          enter or cause entry to be made upon said property, and inspect, repair,
          protect, care for or maintain said property as the Mortgagee may deem
necessary,           and may pay such sum of money as the Mortgagee may deem to be
necessary           therefor, and shall be the sole judge of the amount necessary to be
paid.  






	11.  	  	That
it will not permit or suffer the use of any of the property for any purpose
          other than that for which the same is now agreed upon to be used; nor will it
          permit to suffer any alteration of or addition to the buildings or improvements
          hereafter constructed in or upon said property without the consent of the
          Mortgagee.  






	12.  	  	That
should any default be made in the covenants of this mortgage, the Mortgagee           may
cause the abstract or abstracts of title and the tax histories of said           premises
to be certified to date, or may procure new abstracts of title and tax
          histories or title search in case none were furnished to the Mortgagee, and may
          pay therefor such sums as it may deem to be necessary to be paid therefor.  






	13.  	  	That
it will pay to the Mortgagee forthwith the amounts of all sums of money           which
the Mortgagee, shall pay or expend pursuant to the provisions, or any of           them,
including any amount required to pay mortgage insurance not provided for           by
payments made by the Mortgagor hereinbefore contained, together with           interest,
upon each of said amounts until paid from the time of the payment           thereof at
the rate of Five and fifty-five one-hundredths per centum (5.55%) per           annum,
and such payments shall be a further lien on the premises under this           mortgage.  






	14.  	  	That
so long as this mortgage and the said note secured hereby are insured under           the
provisions of the National Housing Act, or held by the Secretary of Housing           and
Urban Development, it will not execute or file for record any instrument           which
imposes a restriction upon the sale or occupancy of the mortgaged property           on
the basis of race, color, creed, or national origin.  






	15.  	  	The
Mortgagor covenants and agrees that so long as this mortgage and the note
          secured hereby are insured under the provisions of the National Housing Act, or
          held by the Secretary of Housing and Urban Development it will not rent
dwelling           accommodations in the mortgaged premises at rental rates in excess of
the rates           permitted under its Regulatory Agreement or for periods of less than
one month           or in excess of three years, nor rent the premises as an entirety.  











	16.  	  	That
should any default be made in the payment of principal or interest or of           any
sum payable under subparagraphs (a) or (b) above, which is not made good           before
the due date of the next such payment, or should default be made in the
          performance of any other covenant of this mortgage or the note secured hereby
or           any part thereof, when the same is payable or the time of performance has
          arrived, as above provided, then all the remainder of the aforesaid sum with
all           sums due hereunder shall at the option of the Mortgagee without notice
become           immediately payable thereafter, although the period above limited for
the           payment thereof may not have expired, anything hereinbefore or in said note
          contained to the contrary notwithstanding, and any failure to exercise said
          option shall not constitute a waiver of the right to exercise the same at any
          other time.  






	17.  	  	That
no sale of the premises hereby mortgaged and no forbearances on the part of           the
Mortgagee and no extension of the time for the payment of the debt hereby
          secured given by the Mortgagee shall operate to release, discharge, modify,
          change or affect the original liability of the Mortgagor herein either in whole
          or in part.  






	18.  	  	That
upon default being made in the payment of the sums of money herein agreed           to be
paid or in the performance of any of the covenants or agreements herein
          contained according to the terms hereof or of the note secured hereby the
          Mortgagee is hereby authorized and empowered to sell or cause to be sold the
          property hereby mortgaged, and to convey the same to the purchaser, pursuant to
          the statute in such case made and provided, and out of the proceeds of such
sale           to retain the moneys due under the terms of this mortgage, the costs and
charges           of such sale and also the attorney’s fee provided by statute,
rendering the           surplus moneys (if any there should be) to the said Mortgagor. In
the event of           public sale, the mortgaged premises may, at the option of the
Mortgagee, be sold           in one parcel.  






	19.  	  	That
the Regulatory Agreement of even date herewith executed by the Mortgagor
          herein, which is being recorded simultaneously herein, is incorporated in and
          made a part of this mortgage. Upon default under the Regulatory Agreement and
          upon request by the Secretary of Housing and Urban Development, acting by and
          through the Federal Housing Commissioner, the Mortgagee may declare this
          mortgage in default and may declare the whole of the indebtedness secured
hereby           to be due and payable.  






	20.  	  	That
it is hereby stipulated and agreed by and between the parties hereto, that           if
default shall be made in the payment of said principal sum or interest or any
          other sum secured hereby, or any part thereof, or in the payment of taxes,
          assessments, water rates, liens, insurance or other charges upon said premises,
          or any part thereof, at the time and in the manner herein specified for the
          payment thereof, or in the performance of any of the covenants and agreements
          herein contained, the Mortgagor in such case does hereby bargain, sell, assign
          and set over to the Mortgagee all the rents, income and profits which, whether
          before or after foreclosure of this mortgage or during the period of
redemption,           shall accrue and be owing for the use or occupation of said
premises and the           buildings thereon, or any part thereof, and does hereby
constitute and appoint           the Mortgagee, attorney in fact of the Mortgagor,
irrevocable, with full power           and authority to at once enter upon and take full
possession of said premises           and buildings, lease and control the same, and to
receive, collect and receipt           for all sums due or owing for such use or
 











	   	  	
occupation as the same accrue, and out           of the amount so collected to pay all
taxes, assessments, water rates, liens,           insurance, repairs or other charges
upon said premises, and the payments accrued           and accruing on said note or under
this mortgage, and the costs of collecting           said rents, income and profits so
far as the sums so collected by the Mortgagee           shall be sufficient for that
purpose, paying the surplus from time to time, if           any, to the Mortgagor. That
the holder of this mortgage, in any action to           foreclose, shall be entitled to
the appointment of a receiver of the mortgaged           premises as a matter of right
and without notice, with power to collect the           rents, issues and profits of said
mortgaged premises, due and becoming due,           during the pendancy of such
foreclosure suit, such rents and profits being           hereby expressly assigned and
pledged as additional security for the payment of           the indebtedness secured by
this mortgage, and with power to manage the           mortgaged premises during security
for the payment of the indebtedness secured           by this mortgage, and with power to
manage the mortgaged premises during the           pendency of such foreclosure suit. The
Mortgagor for himself and any subsequent           owner hereby waives any and all
defenses to the application for a receiver as           above and hereby specifically
consents to such appointment without notice, but           nothing herein contained is to
be construed to deprive the holder of the           mortgage of any other right, remedy,
or privilege it may now have under the law           to have a receiver appointed.  






	21.  	  	That
it will not voluntarily create or permit to be created against the property
          subject to this mortgage any lien or liens inferior or superior to the lien of
          this mortgage, and further that it will keep and maintain the same free from
the           claim of all persons supplying labor or materials which will enter into the
          construction of any and all buildings now being erected or to be erected on
said           premises, and on the failure of the Mortgagor to perform these covenants
or any           part thereof, thereupon the principal and all arrears of interest shall,
at the           option of the Mortgagee or any holder of the note secured by this
mortgage,           become due and payable, anything contained herein to the contrary
          notwithstanding.  






	22.  	  	That
the improvements about to be made upon the premises above described and all
          plans and specifications comply with all municipal ordinances and regulations
          made or promulgated by lawful authority, and that the same will upon completion
          comply with all such municipal ordinances and regulations and with the rules of
          the Board of Fire Underwriters having jurisdiction. In the event the Mortgagor
          shall at any time fail to comply with such rules, regulations and ordinances
          which are now or may hereafter become applicable to the premises above
          described, after due notice and demand by the Mortgagee, thereupon the
principal           sum and all arrears of interest and other charges provided for
herein, shall at           the option of the Mortgagee become due and payable. Whenever
used, the singular           number shall include the plural, the plural the singular,
and the use of any           gender shall be applicable to all genders.  






	24.  	  	See
Rider attached hereto and made a part hereof.  






        The
covenants herein contained shall bind, and the benefits and advantages shall inure to, the
respective successors and assigns of the parties hereto. Whenever used, the singular
number shall include the plural, the plural the singular, and the use of any gender shall
be applicable to all genders. 











        IN
WITNESS WHEREOF, the said Mortgagor has caused these presents to be signed in its name
as of the day and year first above written. 






	 	MORTGAGOR:



Five Star Quality Care-Howell, LLC,

a Delaware limited liability company



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

Name: Rosemary Esposito, R.N.

Title:   Authorized Agent

	State of Massachusetts      )

                    
                    
      ):ss

County of Middlesex           )
	 






On this 15 day of April,
2004, before me appeared Rosemary Esposito, to me personally known, who, being by me duly
sworn, did say that s/he is the Authorized Agent of Five Star Quality Care-Howell, LLC, a
limited liability company organized under the laws of the State of Delaware, and that said
instrument was signed and sealed on behalf of said limited liability company by authority
of its Board of Managers, and s/he acknowledged said instrument to be the free act and
deed of said limited liability company. 



Witness my hand and official seal. 




	[seal]	/s/ Linda Mscisz          

 Notary Public






My commission expires:
July 31, 2009 



     



(NOTE: The name of each person who
executed this instrument and of each witness thereto and the name of the notary taking the
acknowledgment shall be legibly typewritten or stamped immediately beneath the signature
of such person.) See Public Acts 1945 (Michigan), No. 212, pp. 2825, 286, with reference
to recording requirements. 






After recording return
to:
Christine Waldmann
Carmody, Esq. 
Pepper Hamilton LLP 
600 Fourteenth Street, NW 
Washington, DC 20005









	  	                    STATE OF MICHIGAN



                   LOAN NO. 044-22017



                                            



                        MORTGAGE



                                            



           Five Star Quality Care-Howell, LLC



                           TO



                Love Funding Corporation



                  Project No. 044-22017





















	  
	  	REGISTER'S OFFICE   ]


                   
                       ] ss:


Livingston County        ]





 Received for Record the








                day of April A.D. 2004


at                 o'clock                 M, and


Recorded in


of Mortgages on Page


__________________________

Register

 	  
















EXHIBIT A 



Land in the Township of Howell,
Livingston County, Michigan, described as follows: 




PARCEL A: 



Lots 14 and 15 of BROADACRE ESTATES,
according to the plat thereof recorded in Liber 2 of Plats, page 47, Livingston County
Records. 




PARCEL B: 



Also that part of the Southeast 1/4
of Section 28, Town 3 North, Range 4 East, Howell Township, Livingston County, Michigan,
described as: Beginning at a point on the East line of said Section 28 at the Southwest
corner of BROADACRE ESTATES, according to the plat thereof recorded in Liber 2 of Plats,
page 47, Livingston County Records, thence South 01 degrees 37 minutes East along the East
line of said Section 28, 183.06 feet; thence North 54 degrees West 500.00 feet; thence
North 38 degrees 16 minutes East 622.27 feet; thence South 51 degrees 44 minutes East
along the Southerly right-of-way line of Grand River Road (100 feet wide) 27.81 feet to
the Northwest corner of said BROADACRE ESTATES; thence South 00 degrees 45 minutes West
along the West line of said Subdivision 582.5 feet to the point of beginning. 



PARCEL C: Also that part of the
Southwest 1/4 of Section 27, Town 3 North, Range 4 East, Howell Township, Livingston
County, Michigan, described as: Beginning at the most Southerly point of Lot 14 of
BROADACRE ESTATES, according to the plat thereof recorded in Liber 2 of Plats, page 47,
Livingston County Records, thence South 38 degrees 00 minutes 18 seconds West 145.09 feet
to a point in the West line of said Section 27; thence North 01 degrees 37 minutes West
along said West line 183.06 feet to the Southwest corner of BROADACRE ESTATES; thence
South 54 degrees 00 minutes East along the Southwesterly line of Lot 14 of said
Subdivision 116.8 feet to the point of beginning. 



EXCEPT: From said above Parcels,
those portions thereof described as follows: Part of the Southeast 1/4 of Section 28, and
part of the Southwest 1/4 of Section 27, Town 3 North, Range 4 East Howell Township,
Livingston County, Michigan, more particularly described as follows: Commencing at the
East 1/4 corner of said Section 28; thence along the East-West 1/4 line of said Section,
South 89 degrees 16 minutes 58 seconds West, 564.51 feet to a point on the Southerly
right-of-way line of Grand River Avenue (100 feet wide); thence along the Southerly
right-of-way line of Grand River Avenue Southeast on an arc right, having a length of
474.85 feet; a radius of 42921.84 feet, a central angle of 00 degrees 38 minutes 02
seconds and a long chord which bears South 52 degrees 28 minutes 56 seconds East, 474.85
feet; thence continuing along the Southerly right-of-way line of Grand River Avenue, South
52 degrees 07 minutes 35 seconds East, 223.17 feet to the point of beginning of the Parcel
to be described; thence continuing along the Southerly right-of-way line of Grand River
Avenue, South 52 degrees 07 minutes 35 seconds East, 50.00 feet; thence South 36 degrees
57 minutes 01 seconds West, 100.00 feet; thence South 51 degrees 02 minutes 08 seconds
West, 205.42 feet; thence North 36 degrees 57 minutes 01 seconds East, 300.05 feet, to the
point of beginning. 






PARCEL D: Part of the Southeast 1/4
of Section 28, Town 3 North, Range 4 East, Howell Township, Livingston County, Michigan
more particularly described as follows; Commencing at the East 1/4 corner of said Section
28; thence along the East-West 1/4 line of said Section, South 89 degrees 16 minutes 58
seconds West, 564.51 feet to a point on the Southerly right-of-way line of Grand River
Avenue (100 feet wide); thence along the Southerly right-of-way line of Grand River Avenue
Southeast on arc right, having a length of 474.85 feet, a radius of 42921.84 feet, a
central angle of 00 degrees 38 minutes 02 seconds and a long chord which bears South 52
degrees 28 minutes 56 seconds East, 474.85 feet thence continuing along the Southerly
right-of-way line of Grand River Avenue, South 52 degrees 07 minutes 35 seconds East,
223.17 feet, thence South 36 degrees 57 minutes 0 1 seconds West, 622.27 feet to the point
of beginning of the Parcel to be described; thence South 55 degrees 30 minutes 13 seconds
East, 500.00 feet; thence South 36 degrees 57 minutes 01 seconds West, 50.00 feet; thence
North 55 degrees 30 minutes 13 seconds West, 500.00 feet; thence North 36 degrees 57
minutes 01 seconds East, 50.00 feet, to the point of beginning. 



Tax Item No.: 06-27-300-014-47070,
as to Parcels A and C, Tax Item No.: 06-28-400-010-47070, covers more land, as to Parcels
B and D 











                                                                                          Howell Health Care Center

                                                                                                   Howell, Michigan

                                                                                                  FHA No. 044-22017




RIDER TO MORTGAGE 



     1.    
          Notwithstanding any other provisions contained herein or ion the Mortgage Note
          (hereinafter, “Note”), it is agreed that the execution of the Note
          shall impose no personal liability upon the Mortgagor for the payment of the
          indebtedness evidenced by the Note and secured by this Mortgage, and the holder
          of the Note shall look solely to the property subject to this Mortgage and to
          the rents, issues and profits thereof in satisfaction of the indebtedness
          evidenced by the Note and secured by this Mortgage and will not seek or obtain
          any deficiency or personal judgment against the Mortgagor except such judgment
          or decree as may be necessary to foreclose or bar its interest in the property
          subject to this Mortgage and all other property granted, pledged, conveyed or
          assigned to secure payment of the Note; provided, however, that nothing in this
          condition and no action taken under this provision shall operate to impair any
          obligation of the Mortgagor under the Regulatory Agreement herein referred to
          and made a part hereof. 



        IN
WITNESS WHEREOF, the said Mortgagor has caused these presents to be signed in its name
as of the day and year first above written. 






	 	MORTGAGOR:



Five Star Quality Care-Howell, LLC,

a Delaware limited liability company



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

Name: Rosemary Esposito, R.N.

Title:   Authorized Agent

	State of Massachusetts      )

                    
                    
      ):ss

County of Middlesex           )
	 






On this 15 day of April,
2004, before me appeared Rosemary Esposito, to me personally known, who, being by me duly
sworn, did say that s/he is the Authorized Agent of Five Star Quality Care-Howell, LLC, a
limited liability company organized under the laws of the State of Delaware, and that said
instrument was signed and sealed on behalf of said limited liability company by authority
of its Board of Managers, and s/he acknowledged said instrument to be the free act and
deed of said limited liability company. 



Witness my hand and official seal. 




	[seal]	/s/ Linda Mscisz          

 Notary Public






My commission expires:
July 31, 2009