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                                                                    EXHIBIT 10.4

                       EIGHTH AMENDMENT TO LOAN AGREEMENT

            This Eighth Amendment to Loan Agreement is effective as of April 1,
2005, by and between DIVERSICARE ASSISTED LIVING SERVICES NC II, LLC, a Delaware
limited liability company (together with its successors and assigns, the
"Borrower"), and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation
(together with its successors and assigns, the "Lender").

                                    RECITALS:

            A. Borrower and the Lender entered that certain Loan Agreement dated
June 4, 1999, as amended by that certain First Amendment to Loan Agreement dated
as of July 1, 2002, as amended by that certain Second Amendment to Loan
Agreement dated as of October 1, 2002, as amended by that certain Third
Amendment to Loan Agreement dated as of January 1, 2003, as amended by that
certain Fourth Amendment to Loan Agreement dated as of June 18, 2003, as amended
by that certain Fifth Amendment to Loan Agreement dated as of July 1, 2003, as
amended by that certain Sixth Amendment to Loan Agreement dated as of June 30,
2004, and as amended by that certain Seventh Amendment to Loan Agreement dated
as of January 1, 2005 (the "Agreement"). Unless otherwise defined in this Eighth
Amendment, capitalized terms shall have the meaning given to them in the
Agreement.

            B. The Borrower and the Lender desire to amend the Agreement and
have agreed to execute this Eighth Amendment to evidence such modification.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the above Recitals, the Borrower
and the Lender hereby amend the Agreement as follows:


            1. Paragraph 1.1, "Maturity Date", is hereby amended by changing the
date to "April 1, 2006".

            Except as expressly amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.

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      IN WITNESS WHEREOF, the Borrower and the Lender have caused this Eighth
Amendment to be properly executed by their respective duly authorized officers
as of the date first above written.

                                     DIVERSICARE ASSISTED LIVING SERVICES NC II,
                                     LLC, a Delaware limited liability company

                                     By: Diversicare Assisted Living Services
                                     NC, LLC
                                     Its: Sole Member

                                          By: /s/ Glynn Riddle
                                              ----------------------------------
                                              Glynn Riddle, Vice President and
                                              Chief Financial Officer

                                     GMAC COMMERCIAL MORTGAGE CORPORATION,
                                      a California corporation

                                     By: /s/ Laura Y. McDonald
                                         --------------------------------------
                                     Its: Senior Vice President

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