Real Estate

HOSPITALITY PROPERTIES TRUST

RESTRICTED SHARE AGREEMENT

This Restricted Share Agreement (this Agreement) is made as of                             between                                          (the Employee) and Hospitality Properties Trust  (the Company).

In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                       Grant of Shares.  The Company hereby grants to the Employee, effective as of the date of this Agreement,                   shares of its common shares.  The shares so granted are hereinafter referred to as the Shares, which term shall also include any shares of the Company issued to the Employee by virtue of his or her ownership of the Shares, by share dividend, share split, recapitalization or otherwise.

2.                                       Vesting; Repurchase of Shares.

(a)                                  The Shares shall vest one-third as of the date hereof, a further one-third on                             of the year first following the date of this Agreement, and the final one-third on                             of the second year following the date of this Agreement.  Any Shares not vested as of any date are herein referred to as Unvested Shares.

(b)                                 In the event the Employee ceases to render significant services, whether as an employee or otherwise, to the Company, an affiliate of the Company, or to the advisor to the Company, the Company shall have the right and option to purchase from the Employee, for an amount equal to $.01 per share (as adjusted for any share split or combination, share dividend, recapitalization or similar event) all or any portion of the Unvested Shares as of the date the Employee ceases to render such services.  The Company may exercise such purchase option by delivering or mailing to the Employee (or his estate), at any time after the Employee has ceased to render such services, a written notice of exercise of such option.  Such notice shall specify the number of Unvested Shares to be purchased.  The price to be paid for the Unvested Shares to be repurchased may be payable, at the option of the Company, by wire transfer of immediately available funds or in cash (by check) or any other reasonable method.

HRPT PROPERTIES TRUST

FORM OF RESTRICTED SHARE AGREEMENT

This Restricted Share Agreement (this Agreement) is made as of July 1, 2003 between ______________________ (the Employee) and HRPT Properties Trust  (the Company).

In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Grant of Shares.  The Company hereby grants to the Employee, effective as of the date of this Agreement, __________ shares of its common shares.  The shares so granted are hereinafter referred to as the Shares, which term shall also include any shares of the Company issued to the Employee by virtue of his or her ownership of the Shares, by share dividend, share split, recapitalization or otherwise.

2.             Vesting; Repurchase of Shares.

(a)           The Shares shall vest one-third as of the date hereof, a further one-third on the July 1 of the year first following the date of this Agreement, and the final one-third on the July 1 of the second year following the date of this Agreement.  Any Shares not vested as of any date are herein referred to as Unvested Shares.

(b)           In the event the Employee ceases to render significant services, whether as an employee or otherwise, to the Company, an affiliate of the Company, or to the advisor to the Company, the Company shall have the right and option to purchase from the Employee, for an amount equal to $.01 per share (as adjusted for any share split or combination, share dividend, recapitalization or similar event) all or any portion of the Unvested Shares as of the date the Employee ceases to render such services.  The Company may exercise such purchase option by delivering or mailing to the Employee (or his estate), at any time after the Employee has ceased to render such services, a written notice of exercise of such option.  Such notice shall specify the number of Unvested Shares to be purchased.  The price to be paid for the Unvested Shares to be repurchased may be payable, at the option of the Company, by wire transfer of immediately available funds or in cash (by check) or any other reasonable method.