FIVE STAR QUALITY CARE INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10-4.txt
<TEXT>
                                                                    EXHIBIT 10.4

                                    GUARANTY


                  GUARANTY  dated as of October 24, 2002 (this  "Guaranty"),  by
FIVE STAR QUALITY CARE, INC., FIVE STAR QUALITY CARE TRUST AND FIVE STAR QUALITY
CARE HOLDING CO.,  INC.  (each,  together  with its  successors  and assigns,  a
"Guarantor" and, collectively, the "Guarantors"),  in favor of FSQC FUNDING CO.,
LLC, a Delaware limited liability company (the "Purchaser").

                  PRELIMINARY  STATEMENTS.  The  Purchaser has entered into that
certain Receivables Purchase and Transfer Agreement, dated as of the date hereof
(as amended,  restated,  modified or supplemented from time to time, the "RPTA";
capitalized  terms used herein and not defined  herein  shall have the  meanings
attributed thereto in the RPTA) with each of the entities named on Schedule I of
the RPTA (each,  together with each one's  successors and assigns,  a "Provider"
and, collectively, the "Providers") and Five Star Quality Care, Inc., a Maryland
corporation, as Primary Servicer.

                  The  Guarantors  will  derive  substantial  benefit  from  the
transactions contemplated by the RPTA and the Loan and Security Agreement, dated
as of the date hereof (as amended, restated,  modified or supplemented from time
to time,  the  "LSA")  among the  Purchaser,  the  lenders  party  thereto  (the
"Lenders"),   Dresdner  Kleinwort   Wasserstein  LLC,  as  Co-Program   Manager,
Syndication  Agent  and  Lead  Arranger,  Healthcare  Finance  Group,  Inc.,  as
Co-Program Manager, and HFG Healthco-4 LLC, as Collateral Agent.

                  It is a condition  precedent to the  effectiveness of the RPTA
and the LSA and the making of any financial  accommodations  thereunder that the
Guarantors  shall have  executed and  delivered a guaranty in the form hereof of
the due and  punctual  payment and  performance  of (i) the  obligations  of the
Providers to purchase  Denied  Receivables  under Section 4.01 of the RPTA, (ii)
the indemnification  obligations of the Providers to the Purchaser under Section
4.02 of the RPTA,  and (iii) all  obligations  of the  Providers  to pay  costs,
expenses and fees under Section 5.05 of the RPTA (collectively,  the "Guaranteed
Obligations").

                  NOW, THEREFORE, in consideration of the premises, and in order
to induce  the  Lenders  under the LSA to make loans to the  Purchaser  or other
financial accommodations thereunder, each Guarantor hereby agrees as follows:

                  Section 1. Guaranty.  Each Guarantor  hereby,  jointly and
severally,  irrevocably and unconditionally guarantees the punctual payment when
due  and  the  punctual   performance  of  all  present  and  future  Guaranteed
Obligations,  and  agrees  to pay any  and all  costs  and  expenses  (including
reasonable  counsel fees and expenses)  paid or incurred by the  Purchaser,  the
Lenders,  the Program  Manager or the  Collateral  Agent in enforcing any rights
under this Guaranty or in enforcing  payment of the  Guaranteed  Obligations  or
otherwise in connection with
<PAGE>

the provisions  hereof.  Without  limiting the generality of the foregoing,  the
Guarantors'  liability  shall extend to all amounts that  constitute part of the
Guaranteed Obligations and would be owed by the Providers under the RPTA but for
the fact that they are  unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving a Provider.

                  (a) Any and all  payments  by or on behalf  of the  Guarantors
hereunder  shall be made free and clear of and without  deduction or withholding
for any and all present or future taxes unless required by law.

                  Section 2. Guaranty  Absolute.  The Guarantor  guarantees that
the  Guaranteed  Obligations  will be paid or performed in  accordance  with the
terms of the RPTA regardless of any law, regulation or order now or hereafter in
effect in any  jurisdiction  affecting  any of such  terms or the  rights of the
Providers or the Borrower with respect thereto.  This Guaranty is one of payment
and  performance,  and not of collection,  and the obligations of the Guarantors
hereunder are independent of the obligations of the Providers under the RPTA and
a separate action or actions may be brought or prosecuted against each Guarantor
to enforce this Guaranty,  irrespective of whether action is brought against the
Providers or whether the Providers are joined in any such action or actions. The
liability of the  Guarantors  under this Guaranty  shall,  to the fullest extent
permitted under applicable law, be absolute and unconditional,  and shall not be
affected or released in any way, irrespective of:

                  (a)  any   lack  of   validity   or   enforceability   or  any
         irregularity,  voidability  or  voidness  of the  RPTA,  the LSA or any
         agreement   or   instrument   relating   thereto   (collectively,   the
         "Documents") or of all or any part of the Guaranteed  Obligations or of
         any security therefore;

                  (b) any  change in the  manner,  place or terms of  payment or
         performance  of,  and/or any change or extension or the time of payment
         or  performance  of,  renewal  or  alteration  of  all  or  any  of the
         Guaranteed  Obligations,   any  security  therefor,  or  any  liability
         incurred  directly  or  indirectly  in  respect  thereof,  or any other
         amendment  or waiver of or any consent to  departure  from any Document
         including,   without   limitation,   any  increase  in  the  Guaranteed
         Obligations;

                  (c)  any  taking  and  holding  of  collateral  or  additional
         guarantees  for  all  or  any of  the  Guaranteed  Obligations,  or any
         amendment,   alteration,   exchange,   substitution,   sale,  transfer,
         enforcement,  waiver,  subordination,  termination  or  release  of  or
         realization upon any collateral or such guarantees,  or non-perfection,
         failure to perfect or continue the perfection of or delay in perfection
         of any Lien on any  collateral,  or any waiver or consent to  departure
         from any such guaranty, for all or any of the Guaranteed Obligations;

                  (d) any  manner of  application  of  collateral,  or  proceeds
         thereof, to all or any of the Guaranteed Obligations,  or any manner of
         sale  or  other  disposition  of any  collateral  for all or any of the
         Guaranteed Obligations or any other assets of any Provider or any

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<PAGE>

         other Person;

                  (e) any exercise or failure to exercise any rights against the
         Providers or any other Person (including the Guarantors);

                  (f) any settlement or compromise of any Guaranteed Obligation,
         any  security  therefor  or  any  liability  (including  any  of  those
         hereunder)  incurred  directly  or  indirectly  in  respect  thereof or
         hereof, and any subordination of the payment of all or any part thereof
         to the payment of a Guaranteed  Obligation  (whether due or not) of the
         Providers to creditors of the Providers other than the Guarantors;

                  (g) any change,  restructuring or termination of the existence
         of any of the Providers,  the Purchaser or any of their affiliates,  or
         any consent by the  Purchaser,  any Provider,  any Lender,  the Program
         Manager or the Collateral Agent or any other Person to any such change,
         restructuring or termination,  and any corresponding restructure of the
         Guaranteed Obligations,  or any other restructure or refinancing of the
         Guaranteed Obligations or any portion thereof; or

                  (h)  any  other  agreements  or  circumstance  of  any  nature
         whatsoever which might otherwise  constitute a defense available to, or
         a discharge  of, this Guaranty  and/or  obligations  of the  Guarantors
         hereunder,  or a defense to, or discharge  of, any of the  Providers or
         any other Person or party relating to this Guaranty or the  obligations
         of the Guarantors hereunder.

                  Without  limiting  the  generality  of  the  foregoing,   each
Guarantor  hereby  consents  to,  and  hereby  agrees,  that the  rights  of the
Purchaser hereunder, and the liability of each Guarantor hereunder, shall not be
affected by any and all  releases  of any  collateral,  whether for  purposes of
commercially  reasonable sales or other  dispositions of assets or for any other
purpose.  The  Purchaser  may at any time and from time to time  (whether or not
after  revocation or termination  of this  Guaranty)  without the consent of, or
notice (except as shall be required by applicable law that cannot be waived) to,
the  Guarantors,  and without  incurring  responsibility  to the  Guarantors  or
impairing or releasing the  obligations of the Guarantors  hereunder,  apply any
sums by  whomsoever  paid or  howsoever  realized to any  Guaranteed  Obligation
regardless of what Guaranteed Obligations remain unpaid.

                  This Guaranty shall continue to be effective or be reinstated,
as the case may be, if claim is ever made upon the  Purchaser,  any Lender,  any
Program Manager or the Collateral  Agent for repayment or recovery of any amount
or amounts received by the Purchaser,  such Lender,  such Program Manager or the
Collateral  Agent in payment or on account of any of the Guaranteed  Obligations
and the Purchaser,  such Lender,  such Program  Manager or the Collateral  Agent
repays all or part of said amount by reason of any judgment,  decree or order of
any court or administrative  body having  jurisdiction over the Purchaser,  such
Lender,  such Program Manager or the Collateral Agent or the respective property
of each, or any settlement or compromise of any such claim effected

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<PAGE>
by the Purchaser, such Lender, such Program Manager or the Collateral Agent with
any such claimant (including the Providers),  the Guarantors shall be and remain
liable to the Purchaser, such Lender, such Program Manager and/or the Collateral
Agent  hereunder  for the amount so repaid or recovered to the same extent as if
such amount had never  originally  been received by the Purchaser,  such Lender,
such Program Manager or the Collateral Agent.

                  Section  3.  Waiver.   Each   Guarantor   hereby   absolutely,
unconditionally  and irrevocably waives, to the fullest extent permitted by law,
(i)  promptness,  diligence,  notice of  acceptance  and any other  notice  with
respect to this Guaranty, (ii) presentment,  demand of payment,  protest, notice
of dishonor or  nonpayment  and any other notice with respect to the  Guaranteed
Obligations,  (iii) any requirement that the Purchaser, the Lenders, the Program
Manager or the Collateral Agent or any other Person protect,  secure, perfect or
insure any security  interest or Lien or any property subject thereto or exhaust
any right or take any action  against the  Providers  or any other Person or any
collateral,  (iv) any other action,  event or precondition to the enforcement of
this Guaranty or the performance by each Guarantor of its obligations hereunder,
and (v) any duty on the part of the Purchaser,  the Lenders, the Program Manager
or the  Collateral  Agent or any other Person to disclose to the  Guarantors any
matter,  fact or thing  relating to the business,  operation or condition of the
Providers and their assets now known or hereafter known by such Person.

                  Section 4. Waiver of Subrogation and  Contribution.  Until the
later to occur  of the  Facility  Termination  Date and  payment  in full of all
Guaranteed  Obligations,  each Guarantor hereby  irrevocably waives any claim or
other  rights which he may now or hereafter  acquire  against any Provider  that
arises  from  the  existence,   payment,   performance  or  enforcement  of  the
Guarantors' obligations under this Guaranty,  including, without limitation, any
right   of   subrogation,    reimbursement,    exoneration,    contribution   or
indemnification  and any right to  participate  in any claim or remedy against a
Provider or any collateral which the Purchaser, a Lender, the Program Manager or
the Collateral Agent now has or hereafter  acquires,  whether or not such claim,
remedy or right  arises in equity,  or under  contract,  statute or common  law,
including,  without limitation, the right to take or receive from a Provider or,
directly or indirectly,  in cash or other property or by set-off or in any other
manner,  payment or security on account of such claim, remedy or other right. If
any amount shall be paid to a Guarantor in violation of the  preceding  sentence
at any time  prior to the later to occur of the  Facility  Termination  Date and
payment in full of all  Guaranteed  Obligations,  such amount shall be deemed to
have been paid to such  Guarantor  for the benefit of, and held in trust for the
benefit of, the  Purchaser,  and shall  forthwith be paid to the Purchaser to be
credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty,  whether matured or unmatured, in accordance with the terms
of the Documents,  or to be held as collateral for any Guaranteed Obligations or
other amounts  payable under this Guaranty  thereafter  arising.  Each Guarantor
acknowledges  that it  will  receive  direct  and  indirect  benefits  from  the
financing  arrangements  contemplated  by the  Documents and that the waiver set
forth in this subsection is knowingly made in contemplation of such benefits.

                  Section 5.  Representations  and  Warranties.  Each  Guarantor
hereby represents and warrants as follows:

                                       4
<PAGE>

                  (a) Such  Guarantor  has the power to execute and deliver this
Guaranty and to incur and perform its obligations hereunder;

                  (b) Such  Guarantor  has duly  taken all  necessary  action to
authorize the execution,  delivery and performance of this Guaranty and to incur
and perform its obligations hereunder;

                  (c) No consent,  approval,  authorization  or other action by,
and no notice to or of, or declaration or filing with, any governmental or other
public  body,  or any  other  Person,  is  required  for the due  authorization,
execution,  delivery or  performance  by such  Guarantor of this Guaranty or the
consummation of the transactions contemplated hereby;

                  (d) The execution,  delivery and performance by such Guarantor
of this Guaranty do not and will not violate or otherwise conflict with any term
or provision of any material agreement,  instrument,  judgment, decree, order or
any statute,  rule or  governmental  regulation  applicable to such Guarantor or
result in the creation of any Lien upon any of its properties or assets pursuant
thereto (other than any Liens created pursuant to the Documents);

                  (e) This  Guaranty  has been  duly  authorized,  executed  and
delivered  by such  Guarantor  and  constitutes  the  legal,  valid and  binding
obligation  of such  Guarantor,  and is  enforceable  against such  Guarantor in
accordance with its terms,  except as enforcement  thereof may be subject to the
effect of any applicable bankruptcy, insolvency,  reorganization,  moratorium or
similar law affecting  creditors'  rights generally,  and general  principles of
equity  (regardless  of whether such  enforcement  is sought in a proceeding  in
equity or at law);

                  (f) No proceeding referred to in paragraph (g) of Exhibit V of
the RPTA is pending  against such  Guarantor  and no other event  referred to in
such paragraph (g) of such Exhibit V has occurred and is continuing with respect
to such  Guarantor,  and the  property of such  Guarantor  is not subject to any
assignment for the benefit of creditors;

                  (g) Such Guarantor is the sole direct or indirect  shareholder
or member,  as the case may be, of the Providers and Guarantors listed below its
name on  Schedule  I  attached  hereto,  and  there are no  outstanding  rights,
options,  warrants or  agreements  pursuant  to which any such  Provider or such
Guarantor  may be  required  to sell  any of its  capital  stock  or  membership
interests, as applicable; and

                  Section 6.  Amendments,  Etc.  No  amendment  or waiver of any
provision  of this  Guaranty  nor  consent to any  departure  by the  Guarantors
therefrom  shall in any event be  effective  unless the same shall be in writing
and signed by the Purchaser,  the Program Manager and the Collateral  Agent (and
in an amendment,  by the  Guarantors),  and then such waiver or consent shall be
effective only in the specific  instance and for the specific  purpose for which
given.

                  Section  7.  Remedies  Upon  Event  of  Termination.  Upon the
occurrence and

                                       5
<PAGE>

during the continuance of any Event of Termination,  the Purchaser may,  without
notice to or demand upon the Providers or the Guarantors, declare any Guaranteed
Obligations  immediately  due and payable,  and shall be entitled to enforce the
obligations of the Guarantors hereunder.

                  Section 8. Statute of Limitations.  Any  acknowledgment or new
promise,  whether by sale or  contribution  of a  Receivable  or  otherwise  and
whether by the Providers or others  (including any  Guarantor),  with respect to
any of the Guaranteed  Obligations  shall, to the fullest extent permitted under
applicable law, if the statute of limitations in favor of the Guarantors against
the  Purchaser  or the  Collateral  Agent (for the benefit of the  Lenders),  as
assignee  hereunder,  shall  have  commenced  to run,  toll the  running of such
statute of limitations  and, if the period of such statute of limitations  shall
have expired, prevent the operation of such statute of limitations.

                  Section 9.  ASSIGNABILITY.  SUBJECT TO SECTION  5.03(a) OF THE
LSA, THIS GUARANTY AND THE PURCHASER'S  RIGHTS AND  OBLIGATIONS  HEREIN SHALL BE
ASSIGNABLE BY THE  PURCHASER  AND ITS  SUCCESSORS  AND ASSIGNS.  EACH  GUARANTOR
HEREBY  ACKNOWLEDGES  AND CONFIRMS THAT, AS COLLATERAL  SECURITY FOR ANY AND ALL
OBLIGATIONS  OF THE PURCHASER  PURSUANT TO THE LSA, THE PURCHASER IS GRANTING TO
THE COLLATERAL  AGENT, FOR THE BENEFIT OF THE LENDERS,  A SECURITY  INTEREST IN,
AND COLLATERAL  ASSIGNMENT OF, THIS GUARANTY AND ALL OF THE PURCHASER'S  RIGHTS,
TITLE AND INTERESTS HEREUNDER, INCLUDING, ALL MONIES DUE OR TO BECOME DUE TO THE
PURCHASER, UNDER OR IN CONNECTION WITH THIS GUARANTY.

                  Section 10. No Waiver; Remedies. No failure on the part of the
Purchaser or the Collateral Agent (for the benefit of the Lenders),  as assignee
hereunder,  to exercise,  and no delay in exercising,  any right hereunder shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right hereunder  preclude any other or further  exercise thereof or the exercise
of any  other  right.  The  remedies  herein  provided  are  cumulative  and not
exclusive of any remedies provided by law or any other Document.

                  Section 11. Continuing Guaranty. This Guaranty is a continuing
one and shall (i) remain in full  force and  effect  until the later to occur of
the Facility Termination Date and payment in full of all Guaranteed Obligations,
(ii) be binding upon each Guarantor, its successors and assigns, and (iii) inure
to the benefit of, and be  enforceable  by, the  Purchaser  and its  successors,
transferees and assigns,  including,  without  limitation,  the Collateral Agent
(for the benefit of the Lenders). All obligations to which this Guaranty applies
or may apply under the terms hereof shall be conclusively  presumed to have been
created in reliance hereon.

                  Section  12.  Financial  Condition  of  the  Providers.   Each
Guarantor   represents  to  the  Purchaser  (and  its  successors  and  assigns,
including,  without  limitation,  the Collateral  Agent,  for the benefit of the
Lenders)  that it is now and will be  completely  familiar  with the  prospects,
business,  operations and condition  (financial and otherwise) of the Providers,
and each Guarantor  hereby waives and  relinquishes  any duty on the part of the
Purchaser,  the Lenders,  the Collateral Agent, the

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<PAGE>

Program  Manager  or any other  Person to  disclose  any  matter,  fact or thing
relating  to  the  prospects,  business,  assets,  liabilities,   operations  or
condition  (financial or otherwise) of any Provider now known or hereafter known
by the Purchaser,  the Lenders, the Collateral Agent, the Program Manager or any
other Person.

                  Section 13.  Admissibility of Guaranty.  Each Guarantor agrees
that any copy of this  Guaranty  signed  by the  Guarantor  and  transmitted  by
telecopier for delivery to the Collateral Agent (for the benefit of the Lenders)
shall be  admissible  in  evidence  as the  original  itself in any  judicial or
administrative proceeding, whether or not the original is in existence.

                  Section 14.  Notices.  All  notices  and other  communications
hereunder  shall,  unless  otherwise  stated  herein,  be in writing  (which may
include facsimile  communication)  and shall be faxed or delivered to such party
at its address set forth under its name on the signature  page hereof or at such
other address as shall be  designated  by such party in a Written  Notice to the
other party.  Notices and  communications  by facsimile  shall be effective when
sent (and shall be followed  by hard copy sent by regular  mail) and notices and
communications sent by other means shall be effective when received.

                  Section 15. Counterparts. This Guaranty may be executed in any
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts,  each of which when so executed and delivered shall be an original
and all of which shall together constitute one and the same agreement.

                  Section 16.  GOVERNING LAW. THIS GUARANTY SHALL, IN ACCORDANCE
WITH SECTION  5-1401 OF THE GENERAL  OBLIGATION LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO ANY CONFLICTS
OF LAWS PRINCIPLES THEREOF.

                  Section 17. WAIVER OF JURY TRIAL, JURISDICTION AND VENUE. EACH
OF THE PARTIES  HERETO  HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT
OF ANY  LITIGATION  WITH  RESPECT TO ANY MATTER  RELATED TO THIS  GUARANTY,  AND
HEREBY IRREVOCABLY  CONSENTS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS
LOCATED IN NEW YORK  COUNTY,  NEW YORK  CITY,  NEW YORK IN  CONNECTION  WITH ANY
ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS  GUARANTY.  IN ANY SUCH
LITIGATION,  EACH OF THE PARTIES HERETO WAIVES PERSONAL  SERVICE OF ANY SUMMONS,
COMPLAINT  OR OTHER  PROCESS  AND AGREES  THAT  SERVICE  THEREOF  MAY BE MADE BY
CERTIFIED OR REGISTERED  MAIL DIRECTED TO THE PARTIES HERETO AT THEIR  ADDRESSES
SET FORTH ON THE  SIGNATURE  PAGE  HEREOF.  THE PARTIES  HERETO  SHALL APPEAR IN
ANSWER TO SUCH SUMMONS, COMPLAINT OR OTHER PROCESS WITHIN THE TIME PRESCRIBED BY
LAW, FAILING WHICH THE PARTY FAILING TO SO APPEAR SHALL BE DEEMED IN DEFAULT AND
JUDGMENT MAY BE ENTERED BY THE OTHER PARTY FOR THE

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<PAGE>

AMOUNT OF THE CLAIM AND OTHER RELIEF REQUESTED THEREIN.

                  Section  18.  Captions;  Separability.  The  captions  of  the
Sections and  subsections  of this Guaranty  have been inserted for  convenience
only  and  shall  not in any way  affect  the  meaning  or  construction  of any
provision of this Guaranty.

                  (a) If any term of this Guaranty  shall be held to be invalid,
illegal or unenforceable, the validity of all other terms hereof shall in no way
be affected thereby.

                  Section  19.   Acknowledgment   of  Receipt.   Each  Guarantor
acknowledges receipt of a copy of this Guaranty and each of the Documents.


                [Remainder of this page intentionally left blank]


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<PAGE>



                  IN WITNESS WHEREOF, each party hereto has caused this Guaranty
to be duly executed as of the date first above set forth.


                                     FIVE STAR QUALITY CARE, INC.


                                     By: /s/ Bruce J. Mackey, Jr.
                                         Bruce J. Mackey, Jr.
                                         Chief Financial Officer, Treasurer
                                         and Assistant Secretary

                                     Address:          400 Center Street
                                                       Newton, MA 02458



                                     FIVE STAR QUALITY CARE TRUST


                                     By: /s/ Bruce J. Mackey, Jr.
                                         Bruce J. Mackey, Jr.
                                         Chief Financial Officer, Treasurer
                                         and Assistant Secretary

                                     Address:          400 Center Street
                                                       Newton, MA 02458


                                     FIVE STAR QUALITY HOLDING CO., INC.


                                     By: /s/ Bruce J. Mackey, Jr.
                                         Bruce J. Mackey, Jr.
                                         Chief Financial Officer, Treasurer
                                         and Assistant Secretary

                                     Address:          400 Center Street
                                                       Newton, MA 02458




<PAGE>




ACCEPTED AND AGREED:

FSQC FUNDING CO., LLC


By: /s/ Bruce J. Mackey, Jr.
    Bruce J. Mackey, Jr.
    Chief Financial Officer, Treasurer
    and Assistant Secretary

Address:          400 Center Street
                  Newton, MA 02458

with a copy to:

Dresdner Kleinwort Wasserstein LLC
1301 Avenue of the Americas
New York, New York  10019
Attention:  Michael Leffler/Stephen Kovach
Fax:        212-895-1723/1774

                              and

Healthcare Finance Group, Inc.
110 Wall Street - 2nd Floor
New York, New York  10005
Attention:  Robert Lynch
Fax:        212-785-9211




<PAGE>



                                   SCHEDULE I



Five Star Quality Care - AZ, LLC
Five Star Quality Care - CA, LLC
Five Star Quality Care - Colorado, LLC
Five Star Quality Care - CT, LLC
Five Star Quality Care - GA, LLC
Five Star Quality Care - IA, LLC
Five Star Quality Care - KS, LLC
Five Star Quality Care - MI, LLC
Five Star Quality Care - MO, LLC
Five Star Quality Care - NE, LLC
Five Star Quality Care - WI, LLC
Five Star Quality Care - WY, LLC
Five Star Quality Care - CA, Inc.
Five Star Quality Care - IA, Inc.
Five Star Quality Care - MI, Inc.
Five Star Quality Care - NE, Inc.


<PAGE>



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</DOCUMENT>
