Exhibit 10.4


                  AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENT

         THIS AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENT (this "AMENDMENT") is
made and entered into as of January 14, 2002, by and between Five Star Quality
Care, Inc., a Maryland corporation (the "COMPANY"), and REIT Management &
Research LLC, a Delaware limited liability company ("RMR").

                                    RECITALS:

         The Company an RMR have entered into a Shared Services Agreement dated
as of January 2, 2002 (the "SHARED SERVICES AGREEMENT"), and have agreed,
subject to the terms and conditions set forth below, to amend the Shared
Services Agreement to extend the Company's right of termination of the Shared
Services Agreement.

         NOW THEREFORE, in consideration of the foregoing, and the covenants and
agreements set forth in this Amendment, the parties agree as follows:

         Section 1. DEFINITIONS. Except as otherwise defined in this Amendment,
capitalized terms used herein shall have the meanings ascribed thereto in the
Shared Services Agreement.

         Section 2. AMENDMENTS. Effective as of the date hereof subparagraph 3.3
of the Shared Services Agreement is amended in full to read as follows:

         "3.3 COMPANY TERMINATION. In the event the Company's Board of Directors
shall not have ratified this Agreement following the spin-off of the Company
from Senior Housing prior to February 28, 2002, the Company shall have the
option to terminate this Agreement by giving written notice to RMR on or before
February 28, 2002. Any termination of this Agreement pursuant to this
subparagraph 3.3 shall be effective as of February 28, 2002."

         Section 3. MISCELLANEOUS.

         (a) Except as herein provided, the Shared Services Agreement shall
remain unchanged and in full force and effect, and is hereby ratified and
confirmed.

         (b) This Amendment shall be interpreted, construed, applied and
enforced in accordance with the laws of The Commonwealth of Massachusetts
applicable to contracts between residents of Massachusetts which are to be
performed entirely within Massachusetts.

         (c) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall together be considered
one and the same agreement, and it shall not be necessary in making proof of
this Amendment or the terms of this Amendment to produce or account for more
than one of such counterparts.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                              FIVE STAR QUALITY CARE, INC.



                              By: /s/ Bruce J. Mackey Jr.
                                  ---------------------------------------------
                                  Name:  Bruce J. Mackey Jr.
                                  Title: Chief Financial Officer and Treasurer



                              REIT MANAGEMENT & RESEARCH LLC



                              By: /s/ Jennifer B. Clark
                                  ---------------------------------------------
                                  Name:  Jennifer B. Clark
                                  Title: Vice President


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