RESTRICTED STOCK AGREEMENT


     THIS RESTRICTED STOCK AGREEMENT (this  "Agreement") is made as of September
29, 2000 (the "Effective Date") between  Harborside  Healthcare  Corporation,  a
Delaware corporation (the "Company"), and ____________ ("Grantee").

                                 R E C I T A L S

A.   The Company  adopted the Harborside  Healthcare  Stock  Incentive Plan (the
     "Plan"), a copy of which has been delivered to Grantee.

B.   The Company desires to grant Grantee a proprietary  interest in the Company
     in order to encourage Grantee's contribution to the success and progress of
     the Company.

C.   In  accordance  with the Plan,  the  Committee  (as defined in the Plan) is
     willing  to grant to  Grantee  Class C  Shares,  $0.01  par value per share
     ("Class C Shares"), of the Company,  subject to the terms and conditions of
     the Plan and this Agreement.
                                   AGREEMENTS

1. Definitions. Capitalized terms used herein shall have the following meanings:

     "Act" means the Securities Act of 1933, as amended.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  controlling,  controlled  by,  or under  direct or  indirect  common
control with,  such Person.  A Person will be deemed to control a corporation if
such Person possesses,  directly or indirectly, the power to direct or cause the
direction of the management and policies of such  corporation,  whether  through
the ownership of voting securities, by contract or otherwise.

     "Agreement" means this Restricted Stock Agreement.

     "Annual Valuation" has the meaning set forth in Section 4(c).

     "Approved  Sale" means a  transaction  or a series of related  transactions
which  results  in a bona  fide,  unaffiliated  change  of  economic  beneficial
ownership of the Company or its business of greater than 50%  (disregarding  for
this purpose any disparate voting rights  attributable to the outstanding  stock
of the Company),  whether pursuant to the sale of the stock of the Company,  the
sale of the assets of the Company,  or a merger or  consolidation  (other than a
sale of stock by an Initial  Stockholder to (i) another  Initial  Stockholder or
affiliate  thereof,  or (ii) a non-U.S.  entity with respect to which an Initial
Stockholder or affiliate thereof has an administrative relationship).

     "Board" has the meaning set forth in Section 4(c).

     "Board of Directors" means the Board of Directors of the Company.

     "Cause," when used in connection  with the termination of employment of the
Grantee,  has the  meaning  set forth in the  employment  agreement  between the
Company and the Grantee, or if there is no such employment agreement,  means (a)
conviction of the Grantee for a felony, or the entry by the Grantee of a plea of
guilty or nolo  contendere  to a felony,  (b) the  commission of an act of fraud
involving  dishonesty  for personal gain which is injurious to the Company,  (c)
the willful and continued  refusal by the Grantee to  substantially  perform his
duties  with  the  Company  (other  than  any such  refusal  resulting  from his
incapacity due to mental illness or physical illness or injury),  after a demand
for  substantial  performance  is  delivered  to the  Grantee  by the  Board  of
Directors,  where  such  demand  identifies  the  manner  in which  the Board of
Directors  believes  that the Grantee has refused to  substantially  perform his
duties and the passage of a reasonable  period of time as specified by the Board
of  Directors  for the  Grantee to comply  with such  demand or (d) the  willful
engaging  by the  Grantee in gross  misconduct  injurious  to the Company or its
Subsidiaries.

     "Certificate   of   Incorporation"   means  the  Restated   Certificate  of
Incorporation  of  the  Company  setting  forth  the  rights,   preferences  and
privileges of and restrictions on the Class C Stock.

     "Class C Shares" has the meaning set forth in recital C.

     "Closing Date" means August 11, 1998

     "Company" is defined in the preamble.

     "Designated Price" equals $0.00 per share.

     "Effective Date" has the meaning set forth in the preamble.

     "Fair Market Value" means the value of a Share, as of the Termination Date,
determined pursuant to Section 4(c).

     "Fiscal Year" means the fiscal year of the Company.

     "Good Reason"  means,  unless the Grantee  shall have  consented in writing
thereto, any of the following:

(a)  except as specifically provided in the Grantee's employment  agreement,  if
     any, the  assignment  to the Grantee of duties,  or the  assignment  of the
     Grantee to a position,  constituting a material diminution in the Grantee's
     role,    responsibilities    or   authority   compared   with   his   role,
     responsibilities or authority on the Effective Date;

(b)  a reduction by the Company in the  Executive's  base salary as in effect on
     the  Effective  Date as the same may be  increased  from  time to time or a
     reduction  of the  potential  annual  bonus  expressed as a percent of base
     salary (subject to attainment of goals,  Board of Directors  discretion and
     other conditions of the applicable bonus program) from the levels in effect
     on the Effective Date as the same may be increased from time to time;

(c)  a demand by the  Company  to the  Grantee  to  relocate  to any place  that
     exceeds a fifty (50) mile radius  beyond the  location at which the Grantee
     performed his duties on the Effective Date; or

(d)  any  material  breach of this  Agreement  or any  breach of the  employment
     agreement  between the Grantee and the Company,  if any, on the part of the
     Company.

     "Grantee" has the meaning set forth in the preamble.

     "Initial Public  Offering" means the sale of any of the common stock of the
Company  pursuant to a registration  statement that has been declared  effective
under the Act,  if as a result of such sale (i) the issuer  becomes a  reporting
company under Section 12(b) or 12(g) of the Securities  Exchange Act of 1934, as
amended,  and (ii) such  stock is traded on the New York Stock  Exchange  or the
American Stock Exchange, or is quoted on the NASDAQ National Market System or is
traded or quoted on any other  national  stock  exchange or national  securities
system.

     "Initial  Stockholders"  means the  stockholders  of the Company who became
stockholders  as of the Closing Date (other than any such  stockholders  who are
also employees of the Company or were  stockholders  of the Company prior to the
Closing  Date) and any  transferees  of such  stockholders  prior to an  Initial
Public Offering or an Approved Sale.

     "Permitted Transferee" has the meaning set forth in Section 3.

     "Person" means an individual, partnership, joint venture, limited liability
company, corporation,  trust, unincorporated organization or a government or any
department or agency thereof.

     "Repurchase Period" has the meaning set forth in Section 4(a).

     "Restricted Period" has the meaning set forth in Section 2(b).

     "Shares" has the meaning set forth in Section 2(a).

     "Subsidiary"  means any joint  venture,  corporation,  partnership or other
entity as to which the Company,  whether  directly or indirectly,  has more than
50% of the (i) voting rights or (ii) rights to capital or profits.

     "Termination Date" means the date on which Grantee ceases to be employed by
the Company and all Subsidiaries for any reason.

     "Vested Shares" has the meaning set forth in Section 2(b) hereof.

2. Grant of Shares; Vesting; Forfeiture.

(a)  The Company hereby grants and delivers, and Grantee hereby accepts,  ______
     Class C Shares (the "Shares") in  consideration  of (i) the  performance of
     services by Grantee to the Company or a  Subsidiary  (ii) the  cancellation
     the Stock Option Agreement (if any) dated as of August 11, 1998 between the
     Company and the Grantee, and (iii) the payment of $0.00.

(b)  The Shares are subject to a  restricted  period (the  "Restricted  Period")
     which  begins on the date of this  Agreement,  and expires  with respect to
     one-third of the Shares on December  31, 2001 (the period  beginning on the
     date of this Agreement and ending on December 31, 2001 shall be referred to
     as the "First  Period"),  one-third of the Shares on December 31, 2002 (the
     period  beginning on the date  immediately  following  the end of the First
     Period and ending on December  31, 2002 shall be referred to as the "Second
     Period")  and the  remaining  one-third  of the Shares on December 31, 2003
     (the period  beginning  on the date  immediately  following  the end of the
     Second  Period and ending on December  31, 2003 shall be referred to as the
     "Third Period");  provided,  that Grantee remains continuously  employed by
     the Company or a Subsidiary  through  each such date.  Shares for which the
     Restricted  Period has expired are  referred to herein as "Vested  Shares."
     Upon any termination of Grantee's  employment with the Company,  all Shares
     which have not  previously  vested or which do not vest in connection  with
     such termination pursuant to this Section 2(b), shall upon such termination
     of employment be forfeited and returned to the Company.

     Notwithstanding the foregoing, if Grantee's employment is terminated by the
     Company or a  Subsidiary  without  Cause or Grantee  terminates  his or her
     employment  with the Company for Good Reason,  the  Restricted  Period with
     respect to a portion of the Shares  which  would have  vested at the end of
     the then current period (i.e., First Period,  Second Period or Third Period
     (the "Applicable  Period")) shall be considered Vested Shares.  The portion
     of such shares  which shall be  considered  Vested  Shares  shall equal the
     total number of shares which would have vested had Grantee been employed by
     the Company at the end of the Applicable  Period  multiplied by a fraction,
     the  numerator of which equals the number of days which have elapsed in the
     Applicable  Period  (through the  Termination  Date) and the denominator of
     which  equals  the  total  number  of days  in the  Applicable  Period.  In
     addition,  upon  consummation of an Approved Sale (which occurs prior to an
     Initial  Public  Offering),  the  Restricted  Period with respect to all of
     Grantee's outstanding unvested Shares shall expire and such Shares shall be
     considered Vested Shares.


3. Restrictions on Transfers of Shares.

     Subject to  Section 4 hereof,  prior to an Initial  Public  Offering  or an
Approved Sale, or, if later,  prior to the expiration of the Restricted  Period,
the Shares shall not be  transferable  by the Grantee  except to (a) his spouse,
child, estate, personal representative, heir or beneficiary, (b) a trust for the
benefit of the Grantee or his spouse,  child or heir, or (c) a partnership,  the
partners of which consist solely of the Grantee and/or his spouse,  child, heir,
and/or  successor  (each,  a "Permitted  Transferee").  More  particularly  (but
without  limiting  the  generality  of the  foregoing),  the  Shares  may not be
assigned, transferred (except as set forth in the previous sentence), pledged or
hypothecated  in any way (whether by operation of law or  otherwise),  and shall
not be subject to execution, attachment or similar process. This Agreement shall
be binding on and enforceable  against any person who is a Permitted  Transferee
of the  Shares,  and,  for  purposes  of  Sections  3, 4 and 5, the  rights  and
obligations  relating to Shares owned by Grantee  shall extend as well to Shares
owned by  Permitted  Transferees  of Grantee and,  unless the context  otherwise
requires,  each  reference  to Grantee in said  Sections  shall  encompass  also
Permitted Transferees of Grantee. Grantee may deliver to the Company an executed
beneficiary  designation form (which  beneficiary may be changed by subsequently
delivering  another  executed  beneficiary  form);  provided,  however,  that if
Grantee fails to deliver an executed beneficiary form, the beneficiary listed in
Grantee's life insurance policy with his employer shall be his beneficiary under
this  Agreement.  The  stockholders'  register  of  Company  shall bear a legend
referring to this Agreement and the restrictions contained herein.

4. Repurchase of Shares.

(a)  Subject to Section 4(b), in the event that Grantee ceases to be employed by
     the  Company or a  Subsidiary  prior to an Initial  Public  Offering  or an
     Approved  Sale,  the  Company,  during the sixty (60) day period  following
     Grantee's Termination Date (the "Repurchase Period"), shall have a right to
     purchase the Vested Shares (the "Repurchase Right").  This Repurchase Right
     shall be freely assignable by the Company to an Affiliate of the Company or
     to  Investcorp  Bank E.C. and its  Affiliates or any other entity with whom
     Investcorp  Bank  E.C.  or any  Affiliate  thereof  has  an  administrative
     relationship. The purchase price for each Vested Share shall equal the Fair
     Market  Value,  or, if the Company or a Subsidiary  terminates  Grantee for
     Cause,  the lower of Designated Price and Fair Market Value. If the Company
     elects to purchase  (or permits a  designated  assignee  to  purchase)  the
     Vested  Shares,  it  shall  notify  Grantee  at or  before  the  end of the
     Repurchase  Period of such election and the purchase price shall be paid in
     cash at a time set by the Company  within thirty (30) days after the end of
     the  Repurchase  Period,  provided  that  Grantee has executed the transfer
     documents  required under  applicable  law. If Grantee fails to execute the
     required transfer documents, the Vested Shares represented thereby shall be
     deemed to have been  purchased  upon (i) the  payment by the Company of the
     purchase  price to Grantee or his  Permitted  Transferee  or (ii) notice to
     Grantee or such  Permitted  Transferee  that the  Company  is  holding  the
     purchase price for the account of Grantee or such Permitted Transferee, and
     upon such payment or notice Grantee and such Permitted Transferee will have
     no further  rights in or to such  Shares.  If the Company does not purchase
     the Vested  Shares,  the  restrictions  on transfer  thereof  contained  in
     Section 3 of this Agreement  shall terminate and be of no further force and
     effect.

(b)  In the event that,  on the  Termination  Date,  Grantee owns Vested  Shares
     which  have been  vested for less than six (6)  months,  the sixty (60) day
     Repurchase  Period  for  such  Vested  Shares  will  not  commence  on  the
     Termination  Date but rather  will  commence on the first date on which all
     such Vested Shares have been owned by Grantee for six (6) months.

(c)  The Fair Market Value of Vested Shares to be  repurchased by the Company or
     its  designated  assignee,  as  applicable,  pursuant to Section 4 shall be
     determined in good faith by the Board of Directors (or a committee  thereof
     appointed by the Board of Directors)  (the  "Board").  The Board shall make
     its  determination  of Fair Market Value annually (the "Annual  Valuation")
     within thirty (30) days following the  completion of the Company's  audited
     financial  statements  for the year then  completed and such  determination
     shall  remain in effect  until the Board makes the next  Annual  Valuation.
     Notwithstanding  the  foregoing,  if the Board or an  investment  banker or
     appraiser  appointed by the Company  makes a  determination  of Fair Market
     Value  subsequent to an Annual  Valuation,  such  subsequent  determination
     shall supersede the Annual Valuation then in effect and shall establish the
     Fair Market  Value until the next Annual  Valuation.  The Fair Market Value
     shall be based on an assumed sale of 100% of the outstanding  capital stock
     of the  Company  (without  reduction  for  minority  interest  or  lack  of
     liquidity of the Vested Shares or similar discount).  If such determination
     of the Fair Market Value is  challenged by Grantee,  a mutually  acceptable
     investment  banker or appraiser shall establish the Fair Market Value as of
     the date of valuation  referenced  in the Annual  Valuation or a subsequent
     determination.  The investment banker's or appraiser's  determination shall
     be  conclusive  and  binding on the Company and  Grantee.  Upon  request by
     Grantee,  the Company shall make  available to Grantee a description of the
     methodology  employed by the  investment  banker or appraiser in making the
     determination of Fair Market Value, which description shall include, to the
     extent  relevant,  a listing  of  companies  used in  comparing  market and
     transaction  valuations,  the range of multiples applied,  and the terminal
     valuation,  discount  factor and multiples used in any discounted cash flow
     analysis.  The Company shall bear all costs incurred in connection with the
     services of such investment  banker or appraiser unless (i) the Fair Market
     Value  established by such  investment  banker or appraiser is less than or
     equal  to 120%  but  more  than  110% of the  determination  challenged  by
     Grantee,  in which case Grantee shall promptly pay or reimburse the Company
     fifty  percent  (50%)  for  such  costs,  or (ii)  the  Fair  Market  Value
     established by such investment banker or appraiser is equal to or less than
     110% of the  determination  challenged  by Grantee,  in which case  Grantee
     shall promptly pay or reimburse the Company for one hundred  percent (100%)
     of such costs.  If Grantee and the Company  cannot agree upon an investment
     banker  or  appraiser,  they  shall  each  choose an  investment  banker or
     appraiser and the two shall choose a third  investment  banker or appraiser
     who shall establish the Fair Market Value.

(d)  The Grantee  shall not be  considered  to have ceased to be employed by the
     Company,  the Company or a Subsidiary  for purposes of this Agreement if he
     or she continues to be employed by any company in the Company.

(e)  Subject to Certificate of Incorporation.  The Grantee acknowledges that the
     Shares are subject to the terms of the Certificate of Incorporation.

5. Representations and Acknowledgments of Grantee.

(a)  Grantee hereby represents and warrants to the Company as follows:

(i)  Grantee is  acquiring  the Shares for  investment  for his own  account and
     without a view to further distribution of the Shares.
(ii) Grantee is key  employee of the  Company  and has been given  access to all
     information that Grantee considers necessary to make an investment decision
     as to the Shares.

(b)  Grantee hereby acknowledges to the Company as follows: The Shares are being
     transferred  to Grantee  without  registration  under the Act  pursuant  to
     exemptions from registration thereunder. Grantee cannot transfer the Shares
     except pursuant to an effective registration statement or an exemption from
     registration under the Act and except as provided in this Agreement.

6. Governing Law. All terms of and rights under this Agreement shall be governed
by and construed in accordance with the internal laws of New York without giving
effect to principles of conflicts of law.

7. Notices. All notices,  requests, demands and other communications pursuant to
this  Agreement  shall be in writing and shall be deemed to have been duly given
if personally delivered,  telexed or telecopied to, or, if mailed, when received
by, the other  party at the  following  addresses  (or at such other  address as
shall be given in writing by either party to the other):

         If to the Company to:

                  Harborside Healthcare
                  One Beacon
                  Boston, Massachusetts 02108
                  Attention:  Chief Financial Officer
                  With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue, 48th Floor
                  New York, NY 10166
                  Attention:  E. Michael Greaney, Esq.

         If to Grantee to the address set forth below Grantee's signature below.

8.  Amendments  and Waivers.  This  Agreement may be amended,  and any provision
hereof may be waived, only by a writing signed by the party to be charged.

9. Capitalizations,  Exchanges,  Etc. Affecting Shares; Adjustment of Designated
Price.  The  provisions of this  Agreement  shall apply to any and all shares of
capital  stock of Company  or any  successor  or assign of  Company  that may be
issued in respect of, in  exchange  for,  or in  substitution  of, the Shares by
reason of any stock dividend, stock split, stock issuance,  reverse stock split,
combination,    recapitalization,    reclassification,   merger,   Consolidation
Transaction  or otherwise,  other than an Approved  Sale.  Nothing  herein shall
prohibit or restrict Company from taking any corporate action or engaging in any
corporate  transaction of any kind, including,  without limitation,  any merger,
consolidation, liquidation or sale of assets.

10. Plan  Controls.  The Shares granted under this Agreement are subject to, and
the Company and Grantee agree to be bound by, all of the terms and conditions of
the Plan as the same may be  amended  from time to time in  accordance  with the
terms thereof, but no such amendment shall be effective as to the Shares (except
to the  extent  necessary  for the  Shares  to  comply  with  applicable  tax or
securities  laws) without  Grantee's  consent insofar as it may adversely affect
Grantee's rights under this Agreement.

11. Entire Agreement. This Agreement and the Plan set forth the entire agreement
and  understanding  between  the  parties as to the  subject  matter  hereof and
supersede all prior oral and written and all  contemporaneous  oral discussions,
agreements and understandings of any kind or nature.

12. Separability.  In the event that any provision of this Agreement is declared
to be  illegal,  invalid  or  otherwise  unenforceable  by a court of  competent
jurisdiction,  such  provision  shall be reformed,  if  possible,  to the extent
necessary to render it legal, valid and enforceable,  or otherwise deleted,  and
the  remainder  of this  Agreement  shall not be  affected  except to the extent
necessary to reform or delete such illegal, invalid or unenforceable provision.

13.  Headings.  The  headings  preceding  the text of the  sections  hereof  are
inserted solely for convenience of reference, and shall not constitute a part of
this Agreement, nor shall they affect its meaning, construction or effect.

14.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which shall be deemed an original,  but which together shall  constitute
one and the same instrument.

15. Further  Assurances.  Each party shall cooperate and take such action as may
be reasonably  requested by another  party in order to carry out the  provisions
and purposes of this Agreement.

16.  Remedies.  In the event of a breach by any party to this  Agreement  of its
obligations under this Agreement,  any party injured by such breach, in addition
to being entitled to exercise all rights granted by law,  including  recovery of
damages,  shall be  entitled to specific  performance  of its rights  under this
Agreement.  The parties  agree that the  provisions of this  Agreement  shall be
specifically enforceable, it being agreed by the parties that the remedy at law,
including monetary damages,  for breach of any such provision will be inadequate
compensation  for any loss  and that any  defense  in any  action  for  specific
performance that a remedy at law would be adequate is hereby waived.

17.  Not An  Employment  Contract.  Nothing  in  this  Agreement  or  any  other
instrument  executed  pursuant  hereto  shall  confer upon  Grantee any right to
continue  in the employ of the  Company or any  Subsidiary  or shall  affect the
right of the Company or any  Subsidiary to terminate  the  employment of Grantee
with or without Cause.

18. Binding Effect.  This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective permitted successors and assigns.





IN WITNESS  WHEREOF,  this  Agreement is entered into as of the date first above
written.


               HARBORSIDE HEALTHCARE CORPORATION



               By:___________________________________________________________
                   Name:
                   Title:


               GRANTEE

               ------------------------------------------------------------
               Name:


               Address:_______________________________
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