FIVE STAR QUALITY CARE INC
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<TYPE>EX-10.1
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<FILENAME>ex10-1.htm
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     <!-- Rev Number:     1                                                                -->
     <!-- Client Name:    Five Star Quality Care                                           -->
     <!-- Project Name:   8K - March 10, 2004                                              -->
     <!-- Firm Name:                                                                       -->
     <TITLE>Exhibit 10.1</TITLE>
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 10.1 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>INDEMNIFICATION
AGREEMENT </U></FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
INDEMNIFICATION AGREEMENT (this &#147;Agreement&#148;) is made and entered ________, ____
(the &#147;Effective  Date&#148;), by and between Five Star Quality Care, Inc., a Maryland Corporation
(the &#147;Company&#148;), and ______________ (&#147;Indemnitee&#148;). </FONT></p>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS
Indemnitee currently serves as a <B>[director]</B><B>[officer]</B> of the Company and may,
in connection therewith, be subjected to claims, suits or proceedings arising from such
service; and  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
as an inducement to Indemnitee to continue to serve as such <B>[director]</B><B>[officer]</B>,
the Company has agreed to indemnify and to advance expenses and costs incurred by
Indemnitee in connection with any such claims, suits or proceedings, to the fullest
extent permitted by law as hereinafter provided; and  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1.&nbsp;&nbsp;&nbsp;&nbsp;        <U>Definitions</U>.  For purposes of this Agreement: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          &#147;Change
in Control&#148; means a change in control of the Company occurring           after the
Effective Date of a nature that would be required to be reported in           response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any           similar item
on any similar schedule or form) promulgated under the Securities           Exchange Act
of 1934, as amended (the &#147;Act&#148;), whether or not the           Company is then
subject to such reporting requirement; provided, however, that,           without
limitation, such a Change in Control shall be deemed to have occurred if           after
the Effective Date (i) any &#147;person&#148; (as such term is used in           Sections
13(d) and 14(d) of the Act) is or becomes the &#147;beneficial           owner&#148; (as
defined in Rule 13d-3 under the Act), directly or indirectly, of           securities of
the Company representing 10% or more of the combined voting power           in the
election of directors of the Company&#146;s then outstanding securities           without
the prior approval of at least two-thirds of the members of the Board of
          Directors in office immediately prior to such person attaining such percentage
          interest; (ii) there occurs a proxy contest, or the Company is a party to a
          merger, consolidation, sale of assets, plan of liquidation or other
          reorganization not approved by at least two-thirds of the members of the Board
          of Directors then in office, as a consequence of which members of the Board of
          Directors in office immediately prior to such transaction or event constitute
          less than a majority of the Board of Directors thereafter; or (iii) during any
          period of two consecutive years, other than as a result of an event described
in           clause (a)(ii) of this <U>Section 1</U>, individuals who at the beginning of
          such period constituted the Board of Directors (including for this purpose any
          new director whose election or nomination for election by the Company&#146;s
          stockholders was approved by a vote of at least two-thirds of the directors then
          still in office who were directors at the beginning of such period) cease for
any           reason to constitute at least a majority of the Board of Directors.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          &#147;Corporate
Status&#148; means the status of a person who is or was a           director, trustee,
officer or agent of the Company.  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;          &#147;Disinterested
Director&#148; means a director of the Company who is not and           was not a party to
the Proceeding in respect of which indemnification is sought           by Indemnitee.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;          &#147;Expenses&#148; means
all expenses, including, but not limited to, all           reasonable attorneys&#146; fees,
retainers, court costs, transcript costs, fees           of experts, witness fees, travel
expenses, duplicating costs, printing and           binding costs, telephone charges,
postage, delivery service fees, and all other           disbursements or expenses of the
types customarily incurred in connection with           prosecuting, defending, preparing
to prosecute or defend, investigating, or           being or preparing to be a witness in
a Proceeding.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;          &#147;Independent
Counsel&#148; means a law firm, or a member of a law firm,           that is retained by
Indemnitee and is not serving as counsel to the Company.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;          &#147;Proceeding&#148; means
any threatened, pending or completed action, suit,           arbitration, alternate
dispute resolution mechanism, investigation,           administrative hearing or any
other proceeding, whether civil, criminal,           administrative or investigative
(including on appeal), except one initiated by           an Indemnitee pursuant to <U>Section
9</U>.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.&nbsp;&nbsp;&nbsp;&nbsp; <U>Indemnification&nbsp;-&nbsp;General</U>. The Company shall indemnify, and advance
Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the
fullest extent permitted by Maryland law in effect on the date hereof and as amended from
time to time; <U>provided</U>, <U>however</U>, that no change in Maryland law shall have
the effect of reducing the benefits available to Indemnitee hereunder based on Maryland
law as in effect on the date hereof. The rights of Indemnitee provided in this <U>Section
2</U> shall include, without limitation, the rights set forth in the other sections of
this Agreement, including any additional indemnification permitted by Section 2-418(g) of
the Maryland General Corporation Law (&#147;MGCL&#148;).  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.&nbsp;&nbsp;&nbsp;&nbsp; <U>Proceedings Other Than Proceedings by or in the Right of the Company</U>.
Indemnitee shall be entitled to the rights of indemnification provided in this <U>Section
3</U> if, by reason of his Corporate Status, he is, or is threatened to be, made a party
to any threatened, pending, or completed Proceeding, other than a Proceeding by or in the
right of the Company. Pursuant to this <U>Section 3</U>, Indemnitee shall be indemnified
against all judgments, penalties, fines and amounts paid in settlement and all Expenses
incurred by him or on his behalf in connection with a Proceeding by reason of Indemnitee&#146;s
Corporate Status unless it is established that (i) the act or omission of Indemnitee was
material to the matter giving rise to the Proceeding and (a) was committed in bad faith
or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually
received an improper personal benefit in money, property or services, or (iii) in the
case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his
conduct was unlawful.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Proceedings by or in the Right of the Company</U>.
Indemnitee shall be entitled to the rights of indemnification provided in this <U>Section
4</U> if, by reason of his Corporate Status, he is, or is threatened to be, made a party
to any threatened, pending or completed Proceeding brought by or in the right of the
Company to procure a judgment in its favor. Pursuant to this <U>Section 4</U>, Indemnitee
shall be indemnified against all amounts paid in settlement and all Expenses incurred by
him or on his behalf in connection with such Proceeding unless it is established that (i) the act or
omission of Indemnitee was material to the matter giving rise to </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> such a Proceeding and
(a) was committed in bad faith or (b) was the result of active and deliberate dishonesty
or (ii) Indemnitee actually received an improper personal benefit in money, property or
services.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification for Expenses of a Party Who is Partly
Successful</U>. Without limitation on <U>Section 3 </U>and <U>Section 4</U>, if
Indemnitee is not wholly successful in any Proceeding covered by this Agreement, but is
successful, on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this
<U>Section 5</U> for all Expenses incurred by him or on his behalf in connection with
each successfully resolved claim, issue or matter, allocated on a reasonable and
proportionate basis. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Advance of Expenses</U>. The Company shall advance all
Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to
which Indemnitee is, or is threatened to be, made a party or a witness, within ten days
after the receipt by the Company of a statement or statements from Indemnitee requesting
such advance or advances from time to time, whether prior to or after final disposition
of such Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by a written
affirmation by Indemnitee of Indemnitee&#146;s good faith belief that the standard of
conduct necessary for indemnification by the Company as authorized by law and by this
Agreement has been met and a written undertaking by or on behalf of Indemnitee, in
substantially the form attached hereto as <U>Exhibit A</U> or in such form as may be
required under applicable law as in effect at the time of the execution thereof, to
reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues
or matters in the Proceeding as to which it shall ultimately be established that the
standard of conduct has not been met and which have not been successfully resolved as
described in <U>Section 5</U>. To the extent that Expenses advanced to Indemnitee do not
relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be
allocated on a reasonable and proportionate basis. The undertaking required by this <U>Section
6</U> shall be an unlimited general obligation by or on behalf of Indemnitee and shall be
accepted without reference to Indemnitee&#146;s financial ability to repay such advanced
Expenses and without any requirement to post security therefor.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.&nbsp;&nbsp;&nbsp;&nbsp;        <U>Procedure for Determination of Entitlement to
Indemnification</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          To
obtain indemnification under this Agreement, Indemnitee shall submit to the
          Company a written request, including such documentation and information as is
          reasonably available to Indemnitee and is reasonably necessary to determine
          whether and to what extent Indemnitee is entitled to indemnification. The
          Secretary of the Company shall, promptly upon receipt of such a request for
          indemnification, advise the Board of Directors in writing that Indemnitee has
          requested indemnification.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          Upon
written request by Indemnitee for indemnification pursuant to the first
          sentence of <U>Section 7(a) </U>hereof, a determination, if required by
          applicable law, with respect to Indemnitee&#146;s entitlement thereto
shall promptly be made in the specific case: (i) if a Change in </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Control shall have
occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have
occurred or if after a Change of Control Indemnitee shall so request, (A) by the Board of
Directors (or a duly authorized committee thereof) by a majority vote of a quorum
consisting of Disinterested Directors (as herein defined), or (B) if a quorum of the Board
of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable,
such quorum of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C)
if so directed by a majority of the members of the Board of Directors, by the stockholders
of the Company; and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten days after such
determination. Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to Indemnitee&#146;s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to
such determination. Any Expenses incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of
the determination as to Indemnitee&#146;s entitlement to indemnification) and the Company
shall indemnify and hold Indemnitee harmless therefrom. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
8.&nbsp;&nbsp;&nbsp;&nbsp;        <U>Presumptions and Effect of Certain Proceedings</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          In
making a determination with respect to entitlement to indemnification
          hereunder, the person or persons or entity making such determination shall
          presume that Indemnitee is entitled to indemnification under this Agreement if
          Indemnitee has submitted a request for indemnification in accordance with <U>Section
7(a)</U> of this Agreement, and the Company shall have the burden of           proof to
overcome that presumption in connection with the making of any           determination
contrary to that presumption.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          The
termination of any Proceeding by judgment, order, settlement, conviction, a
          plea of <U>nolo</U>&nbsp;<U>contendere</U> or its equivalent, or an entry of an order
          of probation prior to judgment, does not create a presumption that Indemnitee
          did not meet the requisite standard of conduct described herein for
          indemnification.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
9.&nbsp;&nbsp;&nbsp;&nbsp; <U>Remedies of Indemnitee</U>.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          If
(i) a determination is made pursuant to <U>Section 7</U> that Indemnitee is           not
entitled to indemnification under this Agreement, (ii) advance of Expenses           is
not timely made pursuant to <U>Section 6</U>, (iii) no determination of
          entitlement to indemnification shall have been made pursuant to <U>Section
          7(b)</U> within 30 days after receipt by the Company of the request for
          indemnification, (iv) payment of indemnification is not made pursuant to <U>Section
5</U> within ten days after receipt by the Company of a written           request
therefor, or (v) payment of indemnification is not made within ten days           after a
determination has been made that Indemnitee is entitled to           indemnification,
Indemnitee shall be entitled to an adjudication in an           appropriate court of the
State of Maryland, or in any other court of competent           jurisdiction, of his
entitlement to such indemnification or advance of Expenses.  Alternatively, Indemnitee, at his
option, may  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>seek an award in
arbitration to be conducted by a single arbitrator pursuant to the commercial Arbitration
Rules of the American Arbitration Association. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on
which Indemnitee first has the right to commence such proceeding pursuant to this
<U>Section 9(a)</U>; <U>provided</U>, <U>however</U>, that the foregoing clause shall not
apply in respect of a proceeding brought by Indemnitee to enforce his rights under
<U>Section 5</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          In
any judicial proceeding or arbitration commenced pursuant to this <U>Section           9</U>,
the Company shall have the burden of proving that Indemnitee is not           entitled to
indemnification or advance of Expenses, as the case may be.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;          If
a determination shall have been made pursuant to <U>Section 7(b)</U> that
          Indemnitee is entitled to indemnification, the Company shall be bound by such
          determination in any judicial proceeding or arbitration commenced pursuant to
          this <U>Section 9</U>, absent a misstatement by Indemnitee of a material fact,
          or an omission of a material fact necessary to make Indemnitee&#146;s statement
          not materially misleading, in connection with the request for indemnification.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;          In
the event that Indemnitee, pursuant to this <U>Section 9</U>, seeks a           judicial
adjudication of or an award in arbitration to enforce his rights under,           or to
recover damages for breach of, this Agreement, Indemnitee shall be           entitled to
recover from the Company, and shall be indemnified by the Company           for, any and
all Expenses incurred by him in such judicial adjudication or           arbitration. If
it shall be determined in such judicial adjudication or           arbitration that
Indemnitee is entitled to receive part but not all of the           indemnification or
advance of Expenses sought, the Expenses incurred by           Indemnitee in connection
with such judicial adjudication or arbitration shall be           appropriately prorated.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
10.&nbsp;&nbsp;&nbsp;&nbsp;<U> Defense of the Underlying Proceeding</U>.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          Indemnitee
shall notify the Company promptly upon being served with or receiving           any
summons, citation, subpoena, complaint, indictment, information, notice,
          request or other document relating to any Proceeding which may result in the
          right to indemnification or the advance of Expenses hereunder; <U>provided</U>,
<U>however</U>, that the failure to give any such notice shall not disqualify
          Indemnitee from the right, or otherwise affect in any manner any right of
          Indemnitee, to indemnification or the advance of Expenses under this Agreement
          unless the Company&#146;s ability to defend in such Proceeding or to obtain
          proceeds under any insurance policy is materially and adversely prejudiced
          thereby, and then only to the extent the Company is thereby actually so
          prejudiced.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          Subject
to the provisions of the last sentence of this <U>Section 10(b)</U> and           of <U>Section
10(c)</U> below, the Company shall have the right to defend           Indemnitee in any
Proceeding which may give rise to indemnification hereunder; <U>provided</U>, <U>however</U>,
that the Company shall notify Indemnitee of any           such decision to defend within
15 calendar days following receipt of notice of           any such Proceeding under <U>Section
10(a)</U> above. The Company shall not,           without the prior written consent of
Indemnitee, which shall not be unreasonably           withheld or delayed, consent to the
entry of any judgment against Indemnitee or           enter into any settlement or
compromise which (i) includes an admission of fault           of Indemnitee or (ii) does
not include, as an unconditional term  thereof, the full release of
Indemnitee from all liability in respect of such
Proceeding, which </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>release shall be in form and substance reasonably satisfactory to
Indemnitee. This <U>Section 10(b)</U> shall not apply to a Proceeding brought by
Indemnitee under <U>Section 9</U>&nbsp;above or <U>Section 14</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;          Notwithstanding
the provisions of <U>Section 10(b)</U>, if in a Proceeding to           which Indemnitee
is a party by reason of Indemnitee&#146;s Corporate Status, (i)           Indemnitee
reasonably concludes, based upon an opinion of counsel approved by           the Company,
which approval shall not be unreasonably withheld, that he may have           separate
defenses or counterclaims to assert with respect to any issue which may           not be
consistent with other defendants in such Proceeding, (ii) Indemnitee           reasonably
concludes, based upon an opinion of counsel approved by the Company,           which
approval shall not be unreasonably withheld, that an actual or apparent
          conflict of interest or potential conflict of interest exists between
Indemnitee           and the Company, or (iii) the Company fails to assume the defense of
such           Proceeding in a timely manner, Indemnitee shall be entitled to be
represented by           separate legal counsel of Indemnitee&#146;s choice, subject to
the prior           approval of the Company, which shall not be unreasonably withheld, at
the           expense of the Company. In addition, if the Company fails to comply with
any of           its obligations under this Agreement or in the event that the Company or
any           other person takes any action to declare this Agreement void or
unenforceable,           or institutes any Proceeding to deny or to recover from
Indemnitee the benefits           intended to be provided to Indemnitee hereunder,
Indemnitee shall have the right           to retain counsel of Indemnitee&#146;s choice,
subject to the prior approval of           the Company, which shall not be unreasonably
withheld, at the expense of the           Company (subject to <U>Section 9(d))</U>, to
represent Indemnitee in connection           with any such matter.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
11.&nbsp;&nbsp;&nbsp;&nbsp; <U>Non-Exclusivity; Survival of Rights</U>.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp; The
          rights of indemnification and advance of Expenses as provided by this Agreement
          shall not be deemed exclusive of any other rights to which Indemnitee may at
any           time be entitled under applicable law, the Articles of Incorporation or Bylaws
of the           Company, any agreement or a resolution of the stockholders entitled to
vote           generally in the election of directors or of the Board of Directors, or
otherwise.           No amendment, alteration or repeal of this Agreement or of any
provision hereof           shall limit or restrict any right of Indemnitee under this
Agreement in respect           of any action taken or omitted by such Indemnitee in his
Corporate Status prior           to such amendment, alteration or repeal.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          In
the event of any payment under this Agreement, the Company shall be           subrogated
to the extent of such payment to all of the rights of recovery of           Indemnitee,
who shall execute all papers required and take all action necessary           to secure
such rights, including execution of such documents as are necessary to           enable
the Company to bring suit to enforce such rights.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;          The
Company shall not be liable under this Agreement to make any payment of           amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee           has
otherwise actually received such payment under any insurance policy,           contract,
agreement or otherwise.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
12.&nbsp;&nbsp;&nbsp;&nbsp; <U>Duration of Agreement; Binding Effect</U>.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          This
Agreement shall continue until and terminate ten years after the date that
          Indemnitee shall have ceased to serve as a director, trustee, officer,
employee,           or agent of the</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-6-</FONT></P>


<BR>
<HR SIZE=5 COLOR=GRAY NOSHADE>
<PAGE>


<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Company or of any other corporation,
partnership, joint venture,           trust, employee benefit plan or other enterprise
which Indemnitee served at the           request of the Company; <U>provided</U>, <U>however</U>,
that the rights of           Indemnitee hereunder shall continue until the final
termination of any           Proceeding then pending in respect of which Indemnitee is
granted rights of           indemnification or advance of Expenses hereunder and of any
proceeding commenced           by Indemnitee pursuant to <U>Section 9</U> relating
thereto.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          The
indemnification and advance of Expenses provided by, or granted pursuant to,
          this Agreement shall be binding upon and be enforceable by the parties hereto
          and their respective successors and assigns (including any direct or indirect
          successor by purchase, merger, consolidation or otherwise to all or
          substantially all of the business or assets of the Company), shall continue as
          to an Indemnitee who has ceased to be a director, trustee, officer, employee or
          agent of the Company or of any other corporation, partnership, joint venture,
          trust, employee benefit plan or other enterprise which such person is or was
          serving at the written request of the Company, and shall inure to the benefit
of           Indemnitee and his or her spouse, assigns, heirs, devisees, executors and
          administrators and other legal representatives.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;          The
Company shall require and cause any successor (whether direct or indirect by
          purchase, merger, consolidation or otherwise) to all, substantially all or a
          substantial part, of the business and/or assets of the Company, by written
          agreement in form and substance satisfactory to Indemnitee, expressly to assume
          and agree to perform this Agreement in the same manner and to the same extent
          that the Company would be required to perform if no such succession had taken
          place.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
13.&nbsp;&nbsp;&nbsp;&nbsp; <U>Severability</U>. If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b)
to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested thereby.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
14.&nbsp;&nbsp;&nbsp;&nbsp; <U>Limitation and Exception to Right of Indemnification or Advance of Expenses</U>.
Notwithstanding any other provision of this Agreement, (a) any indemnification or advance
of Expenses to which Indemnitee is otherwise entitled under the terms of this Agreement
shall be made only to the extent such indemnification or advance of Expenses does not
conflict with applicable Maryland law and (b) Indemnitee shall not be entitled to
indemnification or advance of Expenses under this Agreement with respect to any
Proceeding brought by Indemnitee, unless (i) the Proceeding is brought to enforce
indemnification under this Agreement or otherwise or (ii) the Company&#146;s Bylaws, as
amended, the Articles of Incorporation, a resolution of the stockholders entitled to vote
generally in the election of directors or of the Board of Directors or an agreement approved
by the Board of Directors to which the Company is a party expressly provide otherwise. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-7-</FONT></P>


<BR>
<HR SIZE=5 COLOR=GRAY NOSHADE>
<PAGE>


<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
15.&nbsp;&nbsp;&nbsp;&nbsp; <U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. One such counterpart signed by the party
against whom enforceability is sought shall be sufficient to evidence the existence of
this Agreement.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
16.&nbsp;&nbsp;&nbsp;&nbsp; <U>Headings</U>. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction thereof.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
17.&nbsp;&nbsp;&nbsp;&nbsp; <U>Modification and Waiver</U>. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
18.&nbsp;&nbsp;&nbsp;&nbsp; <U>Notices</U>. Any notice, report or other communication required or permitted to be
given hereunder shall be in writing unless some other method of giving such notice,
report or other communication is accepted by the party to whom it is given, and shall be
given by being delivered at the following addresses to the parties hereto:  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;          If
to Indemnitee, to: The address set forth on the signature page hereto.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;          If
to the Company to:  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Level 5" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Five Star Quality Care, Inc.<BR>
400 Centre Street<BR>
Newton, Massachusetts 02458<BR>
Attn: Secretary</FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to such other address as may have
been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case
may be. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
19.&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law</U>. The parties agree that this Agreement
shall be governed by, and construed and enforced in accordance with, the laws of the
State of Maryland, without regard to its conflicts of laws rules.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[SIGNATURE PAGE FOLLOWS] </FONT></P>

<BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-8-</FONT></P>


<BR>
<HR SIZE=5 COLOR=GRAY NOSHADE>
<PAGE>


<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written.  </FONT></P>

<table cellpadding="0" cellspacing="0" border="0" width="100%">
<tr>
     <td width="49%" valign=top><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          ATTEST:<BR>
          <BR>
          <BR>
          _______________________________</font></td>
     <td width="2%">&nbsp;</td>
     <td width="49%" valign=top><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          FIVE STAR QUALITY CARE, INC.<BR>
          <BR>
          <BR>
          By:_______________________________ (SEAL)<BR>
          Name:<BR>
          Title:</font></td>
</tr>
</table>
<BR>

<table cellpadding="0" cellspacing="0" border="0" width="100%">
<tr>
     <td width="49%" valign=top><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          WITNESS:<BR>
          <BR>
          <BR>
          _______________________________</font></td>
     <td width="2%">&nbsp;</td>
     <td width="49%" valign=top><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          INDEMNITEE<BR>
          <BR>
          <BR>
          _______________________________<BR>
          Name:<BR>
          Address:</font></td>
</tr>
</table>
<BR>

<BR><BR><BR><BR><BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-9-</FONT></P>


<BR>
<HR SIZE=5 COLOR=GRAY NOSHADE>
<PAGE>


<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM OF UNDERTAKING TO
REPAY EXPENSES ADVANCED </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Board of Directors of
Five Star Quality Care, Inc.</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Re: Undertaking to Repay Expenses
Advanced </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
undertaking is being provided pursuant to that certain Indemnification Agreement dated
______________, 2004, by and between Five Star Quality Care, Inc. (the &#147;Company&#148;)
and the undersigned Indemnitee (the &#147;Indemnification Agreement&#148;), pursuant to
which I am entitled to advance of expenses in connection with <B>[Description of
Proceeding]</B> (the &#147;Proceeding&#148;).  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Terms
used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I
am subject to the Proceeding by reason of my Corporate Status or by reason of alleged
actions or omissions by me in such capacity. I hereby affirm that at all times, insofar
as I was involved as <B>[a director]</B><B>[an officer]</B> of the Company, in any of the
facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly,
(2) did not receive any improper personal benefit in money, property or services and (3)
in the case of any criminal proceeding, had no reasonable cause to believe that any act
or omission by me was unlawful.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
consideration of the advance of expenses by the Company for reasonable attorney&#146;s
fees and related expenses incurred by me in connection with the Proceeding (the &#147;Advanced
Expenses&#148;), I hereby agree that if, in connection with the Proceeding, it is
established that (1) an act or omission by me was material to the matter giving rise to
the Proceeding and (a) was committed in bad faith or (b) was the result of active and
deliberate dishonesty or (2) I actually received an improper personal benefit in money,
property or services or (3) in the case of any criminal proceeding, I had reasonable
cause to believe that the act or omission was unlawful, then I shall promptly reimburse
the portion of the Advanced Expenses relating to the claims, issues or matters in the
Proceeding as to which the foregoing findings have been established and which have not
been successfully resolved as described in <U>Section 5</U> of the Indemnification
Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue
or matter in the Proceeding, I agree that such Expenses shall be allocated on a
reasonable and proportionate basis.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___ day of
____________________, 200__. </FONT></P>

<BR><BR>
<table cellpadding="0" cellspacing="0" border="0" width="100%">
<tr>
     <td width="49%" valign=top><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          WITNESS:<BR>
          <BR>
          _______________________________</font></td>
     <td width="2%">&nbsp;</td>
     <td width="49%" valign=top><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          <BR>
          <BR>
          _______________________________ (SEAL)</font></td>
</tr>
</table>
<BR>


<BR>
<HR SIZE=5 COLOR=GRAY NOSHADE>


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