SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 2.1

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 13, 2005 by and among FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Purchaser”), and each of the Pennsylvania limited liability companies identified as a “Seller” on the signature page hereof (each, a “Seller” and, collectively, the “Sellers”).

WITNESSETH:

WHEREAS, the Purchaser and the Sellers are parties to a Purchase and Sale Agreement, dated as of January 21, 2005, as amended by a First Amendment to Purchase and Sale Agreement, dated as of February 3, 2005 (as so amended, the “Agreement”); and

WHEREAS, the Sellers and the Purchaser agree that the Purchaser’s diligence pursuant to Article III of the Agreement cannot be satisfactorily completed prior to the expiration of the Inspection Period (as defined therein); and

WHEREAS, the parties have agreed to extend the Inspection Period and the rights of the Purchaser under Article III of the Agreement subject to and upon the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Purchaser and the Sellers, intending to be legally bound, hereby agree as follows:

1.   Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given therefor in the Agreement.

2.   Inspection Period. The definition of the term “Inspection Period” set forth in Section 1.23 of the Agreement is deleted in its entirety and the following substituted therefor:

“Inspection Period” shall mean the period expiring at 8:00 p.m., local time at the Property, on May 16, 2005.

3.   No Other Amendments. As amended herein, the Agreement and the parties rights and obligations thereunder remain