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                                                                    EXHIBIT 10.1

                                 PROMISSORY NOTE

$8,000,000.00                                               OAK RIDGE, TENNESSEE
                                                                 AUGUST 31, 2005

     FOR VALUE RECEIVED, the undersigned DIVERSICARE BRIARCLIFF, LLC, a Delaware
limited liability company, having an address at c/o Advocat Inc., 1621 Galleria
Blvd., Brentwood, Tennessee 37027 (the "BORROWER"), hereby promises to pay to
the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation,
having an address at 200 Witmer Road, Horsham, Pennsylvania 19044-0809 (the
"LENDER"), its successors and assigns as holder of this Note or, if this Note
has then been endorsed "to bearer," to the bearer of this Note (Lender, its said
successors and assigns, and any such bearer, being hereinafter sometimes
referred to collectively as the "HOLDER"), at Lender's said address or at such
other place or to such other person as may be designated in writing to Borrower
by Lender, the principal sum of EIGHT MILLION AND NO/100 Dollars ($8,000,000.00)
(the "LOAN"), together with interest on the unpaid balance thereof at the rate
hereinafter set forth.

     ON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set forth:

     Section 1. Interest Rate and Payment Dates.

     1.1 Initial Rate and Initial Payment. Interest shall accrue on the
outstanding principal balance hereunder from time to time from and after the
date hereof at the rate of 7.67% per annum until the first Rate Adjustment Date
(as defined below). On each successive Rate Adjustment Date, the rate of
interest at which interest accrues shall be adjusted to the then applicable Note
Rate (as defined in Section 1.4). Interest for the period beginning on the date
of this Note and ending on and including the last day of the month in which this
Note is dated shall be payable on the date hereof. Interest shall be paid in
arrears and shall be computed on the basis of a 360-day year and actual number
of days elapsed for any whole or partial month in which interest on this Note is
being calculated and shall be charged on the principal balance outstanding from
time to time.

     1.2 Rate Adjustment Date and Payment Adjustment Dates. The rate of interest
on the outstanding principal balance hereof from time to time shall be adjusted
on the following dates (each being a "RATE ADJUSTMENT DATE"): the first Rate
Adjustment Date shall be September 1, 2005, and subsequent Rate Adjustment Dates
shall fall on the first day of each calendar month thereafter. The first payment
adjustment date shall be October 1, 2005, and subsequent payment adjustment
dates shall fall on the first day of each calendar month thereafter during the
term of the Loan.

     1.3 Default Interest Rate. If Borrower fails to make any payment of
principal, interest or fees on the date on which such payment becomes due and
payable (including applicable grace

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periods) whether at maturity or by acceleration or on any other date, such
payment shall accrue interest from the date on which such payment was due (and
not the date of the payment default) until paid at the fluctuating rate
("DEFAULT RATE") which is the lesser of (a) five percent (5%) per annum above
the then applicable Note Rate and (b) the maximum rate permitted by applicable
law.

     1.4 Note Rate. The "NOTE RATE" shall mean four percent (4%) per annum plus
the average of London Interbank Offered Rates ("LIBOR") for a term of one month
determined solely by Holder as of each Rate Adjustment Date in the following
manner: on each Rate Adjustment Date, Holder will obtain the one month LIBOR (in
U.S. Dollar deposits) from the appropriate Bloomberg display page available as
of the close of business announced on the last business day of the month
immediately preceding the Rate Adjustment Date; in the event Bloomberg ceases
publication or ceases to publish the one month LIBOR, Holder shall select a
comparable publication to determine the one month LIBOR and provide notice
thereof to Borrower; LIBOR may or may not be the lowest rate based upon the
market for U.S. Dollar deposits in the London Interbank Eurodollar Market at
which Holder prices loans on the date on which the Note Rate is determined by
Holder as set forth above.

     1.5 Note Rate Adjustments. This Note shall bear interest at the rate set
forth above or at the applicable Note Rate until a new Note Rate is determined
on each Rate Adjustment Date in accordance with the provisions hereof; provided,
however, that, if Holder at any time determines, in the sole but reasonable
exercise of its discretion that it has miscalculated the amount of the monthly
payment of principal and/or interest (whether because of a miscalculation of the
Note Rate or otherwise), Holder shall give notice to Borrower of the corrected
amount of such monthly payment (and the corrected amount of the Note Rate, if
applicable) and (a) if the corrected amount of such monthly payment represents
an increase thereof, Borrower shall, within ten (10) calendar days after the
date of such notice, pay to Holder any sums that Borrower would have otherwise
been obligated under this Note to pay to Holder had the amount of such monthly
payment not been miscalculated or (b) if the corrected amount of such monthly
payment represents a decrease thereof, and Borrower is not otherwise in breach
or default under any of the terms and provisions of the Note or the Loan
Agreement of even date herewith by and between Borrower and Lender (the "LOAN
AGREEMENT"), Borrower shall, within ten (10) calendar days thereafter be paid
the sums that Borrower would not have otherwise been obligated to pay to Holder
had the amount of such monthly payment not been miscalculated.

     1.6 LIBOR Unascertainable. If (a) on any date on which the Note Rate would
otherwise be set, Holder shall have determined in good faith (which
determination shall be conclusive) that (i) adequate and reasonable means do not
exist for ascertaining the one month LIBOR or (ii) a contingency has occurred
which materially and adversely affects the London Interbank Eurodollar Market at
which Holder prices loans on the date on which the Note Rate is determined by
Holder as set forth above, or (b) at any time Holder shall have determined in
good faith (which determination shall be conclusive) that the making,
maintenance or funding of any part of the Loan has been made impracticable or
unlawful by compliance by Holder in good faith with any law or guideline or
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof or with any request or
directive of any such governmental authority (whether or not having the force of
law) then, and


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in any such event, Holder may notify Borrower of such determination. Upon such
date as shall be specified in such notice (which shall not be earlier than the
date such notice is given), the obligation of Holder to charge interest to
Borrower at the Note Rate shall be suspended until Holder shall have later
notified Borrower of Holder's determination in good faith (which determination
shall be conclusive) that the circumstances giving rise to such previous
determination no longer exist.

     1.7 U.S. Treasury Securities. If Holder notifies Borrower of a
determination under subsection 1.6 hereof for purposes of calculating the Note
Rate, the one month LIBOR shall automatically be converted to the "INDEX" of the
weekly average yield on United States Treasury Securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Board forty-five
(45) days prior to the Rate Adjustment Date.

     1.8 Reimbursement for Increased Costs. If any law or guideline or
interpretation or application thereof by any governmental authority charged with
the interpretation or administration thereof or compliance with any request or
directive of any governmental authority (whether or not having the force of law)
now existing or hereafter adopted (a) subjects Holder to any tax or changes the
basis of taxation with respect to this Note, the Loan or payments by Borrower of
principal, interest or other amounts due from Borrower hereunder or thereunder
(except for taxes on the overall net income or overall gross receipts of Holder
imposed as a result of a present or former connection between the jurisdiction
of the governmental authority imposing such tax on Holder, provided that this
exclusion shall not apply to a connection arising solely from Holder having
executed, delivered, performed its obligations under, or received a payment
under, or enforced, any of the Loan Documents (as defined in Section 8.1.1
below)), or (b) imposes upon Holder any other condition or expense with respect
to this Note, the Loan or its making, maintenance or funding of any part of the
Loan or any security therefor, and the result of any of the foregoing is to
increase the cost to, reduce the income receivable by, or impose any expense
(including, without limitation, loss of margin) upon, Holder with respect to the
Note, or the making, maintenance or funding of any part of the Loan, by an
amount which Holder deems to be material, Holder may from time to time notify
Borrower of the amount determined in good faith (using any averaging and
attribution methods) by Holder (which determination shall be conclusive) to be
necessary to compensate Holder for such increase, reduction or imposition and,
if Borrower is by law prohibited from paying any such amount, Holder may elect
to declare the unpaid principal balance hereof and all interest accrued thereon
immediately due and payable. Such amount shall be due and payable by Borrower to
Holder ten (10) days after such notice is given.

     Section 2. Principal and Interest Payments. Commencing on October 1, 2005,
and continuing on the first day of each calendar month thereafter through and
including the Maturity Date (defined below), monthly payments of principal and
interest shall adjust monthly and be made in such amount, taking into account
the then effective Note Rate, as is sufficient to fully amortize the unpaid
principal balance of the Note on the date that is twenty-five (25) years after
the first Rate Adjustment Date.

     Section 3. Application of Payments. Payments made by Borrower on account
hereof shall be applied, first, toward any Late Fees (hereinafter defined) or
other fees and charges due


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hereunder, second, toward payment of any interest due at the Default Rate,
third, toward payment of any interest due at the then applicable Note Rate set
forth in Section 1.4 above, and fourth, toward payment of principal.
Notwithstanding the foregoing, if any advances made by Holder under the terms of
any instruments securing this Note have not been repaid, any payments made may,
at the option of Holder, be applied, first, to repay such advances and interest
thereon, with the balance, if any, applied as set forth in the preceding
sentence.

     Section 4. Maturity Date. Anything in this Note to the contrary
notwithstanding, the entire unpaid balance of the principal amount hereof and
all interest accrued thereon, to and including the Maturity Date (as defined
below) (including interest accruing at the Default Rate), and all Late Fees (as
defined below) shall, unless sooner paid, and except to the extent that payment
thereof is sooner accelerated, be and become due and payable on September 1,
2008 (the "MATURITY DATE"). Notwithstanding any other provision contained
herein, if repayment of the Loan, whether at maturity or upon acceleration or
otherwise, is funded from the proceeds of any refinancing of the Loan, then
Borrower shall pay to Lender an exit fee equal to one half of one percent (0.5%)
of the outstanding principal balance of this Note on the date of such prepayment
(which balance shall be calculated exclusive of any voluntary partial
prepayments) unless Lender has received a contractually agreed upon sum for the
arrangement thereof or has elected not to provide such refinancing (the "Exit
Fee").

     Section 5. Prepayment.

     Commencing the first (1st) anniversary of the Loan, prepayment of the Loan
in full shall be permitted without penalty, upon not less than thirty (30) and
not greater than forty (40) days prior written notice to Lender specifying the
date on which prepayment is to be made. Any such prepayment shall be credited,
first, toward any Late Fees due hereunder, second, toward payment of any accrued
and unpaid interest due hereunder at the Default Rate, third, toward payment of
any accrued and unpaid interest due hereunder at the Note Rate, and, fourth,
toward payment of principal; provided, however, that if any advances made by
Holder under the terms of any instruments securing this Note have not been
repaid, any payments made may, at the option of Holder, be applied, first, to
repay such advances, and interest thereon, with the balance, if any, applied as
set forth in the preceding sentence. Notwithstanding any other provision
contained herein, if prepayment of the Loan is funded from the proceeds of any
refinancing of the Loan, then prepayment shall be subject to the Exit Fee.

     Section 6. Method of Payment.

     Each payment of the Loan Obligations (as defined in the Loan Agreement)
shall be paid directly to Holder in lawful tender of the United States of
America. Each such payment shall be paid by 1:00 p.m. Horsham, Pennsylvania,
time on the date such payment is due, except if such date is not a Business Day
(as defined in the Loan Agreement) such payment shall then be due on the first
Business Day after such date. Any payment received after 1:00 p.m. Horsham,
Pennsylvania, time shall be deemed to have been received on the immediately
following Business Day.


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     Section 7. Security.

     The debt evidenced by this Note is to be secured by, among other things,
(a) a Deed of Trust and Security Agreement (the "MORTGAGE") of even date
herewith by and between Borrower and Lender, and intended to be recorded in the
Real Estate Records of Anderson County, Tennessee, covering certain real
property which is described in Exhibit "A" to the Deed of Trust, and (b)
Guaranty Agreement of even date herewith (the "GUARANTY AGREEMENT"), given by
Advocat Inc., a Delaware corporation (the "GUARANTOR"), for the benefit of
Holder, and (c) a Cross-Collateralization and Cross-Default Agreement of even
date herewith by and between Borrower, the Related Borrowers (as defined in the
Loan Agreement), Guarantor and Lender, and intended to be recorded in the Real
Estate Records of Anderson County, Tennessee.

     Section 8. Default.

     8.1 Events of Default. Anything in this Note to the contrary
notwithstanding, on the occurrence of any of the following events (each of which
is referred to herein, together with each of the Events of Default defined and
described in the Loan Agreement and the Mortgage as an "EVENT OF DEFAULT"),
Holder may, in the exercise of its sole and absolute discretion, accelerate the
debt evidenced by this Note, in which event the entire outstanding principal
balance and all interest and fees accrued thereon shall immediately be and
become due and payable without further notice:

          8.1.1 Failure to Pay or Perform. If (a) Borrower fails in making any
payment to Holder of any or all sums due hereunder within ten (10) days after
such payment becomes due or on the Maturity Date or (b) there exists an uncured
default under any other document or instrument evidencing or securing the Loan
(collectively, the "LOAN DOCUMENTS") which has been executed by Borrower and/or
Guarantor or Manager, and such default is not cured within the grace or cure
period, if any, provided in any of such Loan Documents.

          8.1.2 Bankruptcy.

               (a) If Borrower, Guarantor or Manager (i) applies for or consents
to the appointment of a receiver, trustee or liquidator of Borrower, Guarantor
or Manager, as the case may be, or of all or a substantial part of its assets,
(ii) files a voluntary petition in bankruptcy, or admits in writing its
inability to pay its debts as they come due, (iii) makes an assignment for the
benefit of creditors, (iv) files a petition or an answer seeking a
reorganization or an arrangement with creditors or seeking to take advantage of
any insolvency law, (v) performs any other act of bankruptcy, or (vi) files an
answer admitting the material allegations of a petition filed against Borrower,
Guarantor or Manager in any bankruptcy, reorganization or insolvency proceeding;
or

               (b) if (i) an order, judgment or decree is entered by any court
of competent jurisdiction adjudicating Borrower or Guarantor or Manager to be
bankrupt or insolvent, or approving a receiver, trustee or liquidator of
Borrower or Guarantor or Manager or of all or a substantial part of its assets,
or (ii) there otherwise commences with respect to Borrower or Guarantor or
Manager or any of its assets any proceeding under any bankruptcy,


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reorganization, arrangement, insolvency, readjustment, receivership or like law
or statute, and if such order, judgment, decree or proceeding continues unstayed
for any period of sixty (60) consecutive days after the expiration of any stay
thereof.

          8.1.3 Judgments. If any judgment for the payment of money in excess of
$25,000.00 hereafter awarded against Borrower or a judgment in excess of
$100,000 hereafter awarded against Guarantor or Manager, by any court of
competent jurisdiction remains unsatisfied or otherwise in force and effect for
a period of thirty (30) days after the date of such award, unless such judgment
is either (i) fully covered by collectible insurance and such insurer has within
such period acknowledged such coverage in writing, or (ii) although not fully
covered by insurance, enforcement of such judgment has been effectively stayed,
such judgment is being contested or appealed by appropriate proceedings and
Borrower, Guarantor or Manager, as the case may be, has established reserves
adequate for payment in the event such Person is ultimately unsuccessful in such
contest or appeal and evidence thereof is provided to Lender.

          8.1.4 Cross Defaults. If an event of default occurs under any of the
Related Loans (as such term is defined in the Loan Agreement), which is not
cured within the grace or cure period, if any, therein provided.

     8.2 No Impairment of Rights. Nothing in this Section shall be deemed in any
way to alter or impair any right which Holder has under this Note or the
Mortgage, or any other document or instrument evidencing or securing the Loan
(collectively, the "LOAN DOCUMENTS") or at law or in equity, to accelerate such
debt on the occurrence of any other Event of Default provided herein or therein,
whether or not relating to this Note.

     8.3 Late Fees. Without limiting the generality of the foregoing provisions
of this Section, if any payment of interest or principal payable under this Note
is not made within ten (10) calendar days after the date on which such payment
becomes due and payable (including applicable grace periods), Borrower shall
thereupon automatically become obligated immediately to pay to Holder a late
payment charge, for each month during which a payment delinquency exists, equal
to the lesser of five percent (5%) of the amount of such payment or the maximum
amount permitted by applicable law ("LATE FEES") to defray the expenses incurred
by Holder in handling and processing such delinquent payment and to compensate
Holder for the loss of use of such delinquent payment.

     8.4 Intentionally Deleted.

     Section 9. Costs of Enforcement.

     Borrower shall pay to Holder on demand the amount of any and all expenses
incurred by Holder (a) in enforcing its rights hereunder or under the Mortgage
and/or the Loan Documents, (b) as the result of the occurrence of an Event of
Default by Borrower in performing its obligations under this Note, including but
not limited to the expense of collecting any amount owed hereunder, and of any
and all attorneys' fees incurred by Holder in connection with such default,
whether suit be brought or not, and (c) in protecting the security for the Loan
and Borrower's obligations under the Loan Documents. Such expenses shall be
added to the


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principal amount hereof, shall be secured by the Mortgage and shall accrue
interest at the Default Rate.

     Section 10. Borrower's Waiver of Certain Rights.

     Borrower and any endorser, guarantor or surety hereby waives the exercise
of any and all exemption rights which it holds at law or in equity with respect
to the debt evidenced by this Note, and of any and all rights which it holds at
law or in equity to require any valuation, appraisal or marshalling, or to have
or receive any presentment, protest, demand and notice of dishonor, protest,
demand and nonpayment as a condition to Holder's exercise of any of its rights
under this Note or the Loan Documents.

     Section 11. Extensions.

     The Maturity Date and/or any other date by which any payment is required to
be made hereunder may be extended by Holder from time to time in the exercise of
its sole discretion, without in any way altering or impairing Borrower's or
Guarantor's liability hereunder.

     Section 12. General.

     12.1 Applicable Law. This Note shall be given effect and construed by
application of the laws of the State of Tennessee (without regard to the
principles thereof governing conflicts of laws), and any action or proceeding
arising hereunder, and each of Holder and Borrower submits (and waives all
rights to object) to non-exclusive personal jurisdiction in the State of
Tennessee, for the enforcement of any and all obligations under the Loan
Documents except that if any such action or proceeding arises under the
Constitution, laws or treaties of the United States of America, or if there is a
diversity of citizenship between the parties thereto, so that it is to be
brought in a United States District Court, it shall be brought in the United
States District Court for the Middle District of Tennessee or any successor
federal court having original jurisdiction.

     12.2 Headings. The headings of the Sections, subsections, paragraphs and
subparagraphs hereof are provided herein for and only for convenience of
reference, and shall not be considered in construing their contents.

     12.3 Construction. As used herein, (a) the term "PERSON" means a natural
person, a trustee, a corporation, a limited liability company, a partnership and
any other form of legal entity, and (b) all references made (i) in the neuter,
masculine or feminine gender shall be deemed to have been made in all such
genders, (ii) in the singular or plural number shall be deemed to have been
made, respectively, in the plural or singular number as well, and (iii) to any
Section, subsection, paragraph or subparagraph shall, unless therein expressly
indicated to the contrary, be deemed to have been made to such Section,
subsection, paragraph or subparagraph of this Note.

     12.4 Severability. No determination by any court, governmental body or
otherwise that any provision of this Note or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any other such provision or (b) such provision in any circumstance not
controlled by such determination. Each such provision shall


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be valid and enforceable to the fullest extent allowed by, and shall be
construed wherever possible as being consistent with, applicable law.

     12.5 No Waiver. Holder shall not be deemed to have waived the exercise of
any right which it holds hereunder unless such waiver is made expressly and in
writing. No delay or omission by Holder in exercising any such right (and no
allowance by Holder to Borrower of an opportunity to cure a default in
performing its obligations hereunder) shall be deemed a waiver of its future
exercise. No such waiver made as to any instance involving the exercise of any
such right shall be deemed a waiver as to any other such instance, or any other
such right. Further, acceptance by Holder of all or any portion of any sum
payable under, or partial performance of any covenant of, this Note, the
Mortgage or any of the other Loan Documents, whether before, on, or after the
due date of such payment or performance, shall not be a waiver of Holder's right
either to require prompt and full payment and performance when due of all other
sums payable or obligations due thereunder or hereunder or to exercise any of
Holder's rights and remedies hereunder or thereunder.

     12.6 Waiver of Jury Trial; Service of Process; Court Costs. BORROWER HEREBY
WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH BORROWER AND HOLDER
MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO,
THIS NOTE AND/OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD
THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL
PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE
NOT PARTIES TO THIS NOTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
MADE BY BORROWER, UPON CONSULTATION WITH COUNSEL OF BORROWER'S CHOICE, AND
BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN
MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT
HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT
IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. BORROWER HEREBY
IRREVOCABLY DESIGNATES NATIONAL REGISTERED AGENTS, INC., AND HIS/HER SUCCESSORS
IN OFFICE, AS THE TRUE AND LAWFUL ATTORNEY OF BORROWER FOR THE PURPOSE OF
RECEIVING SERVICE OF ALL LEGAL NOTICES AND PROCESS ISSUED BY ANY COURT IN THE
STATE OF TENNESSEE AS WELL AS SERVICE OF ALL PLEADINGS AND OTHER DOCUMENTS
RELATED TO ANY LEGAL PROCEEDING OR ACTION ARISING OUT OF THIS NOTE. BORROWER
AGREES THAT SERVICE UPON SAID NATIONAL REGISTERED AGENTS, INC. SHALL BE VALID
REGARDLESS OF BORROWER'S WHEREABOUTS AT THE TIME OF SUCH SERVICE AND REGARDLESS
OF WHETHER BORROWER RECEIVES A COPY OF SUCH SERVICE, PROVIDED THAT HOLDER SHALL
HAVE MAILED A COPY TO BORROWER IN ACCORDANCE WITH THE NOTICE PROVISIONS HEREIN.
BORROWER AGREES TO PAY ALL COURT COSTS AND REASONABLE ATTORNEY'S


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FEES INCURRED BY HOLDER IN CONNECTION WITH ENFORCING ANY PROVISION OF THIS NOTE.
NOTWITHSTANDING THE FOREGOING, HOLDER AGREES TO USE REASONABLE EFFORTS TO
PROVIDE BORROWER WITH NOTICE OF THE FILING OF ANY LAWSUIT BY HOLDER AGAINST
BORROWER.

     12.7 Offset. Upon the occurrence of an Event of Default, Holder may set-off
against any principal and interest owing hereunder, any and all credits, money,
stocks, bonds or other security or property of any nature whatsoever on deposit
with, or held by, or in the possession of, Holder, to the credit of or for the
account of Borrower, without notice to or consent of Borrower or Guarantor.

     12.8 Non-Exclusivity of Rights and Remedies. None of the rights and
remedies herein conferred upon or reserved to Holder is intended to be exclusive
of any other right or remedy contained herein or in any of the other Loan
Documents and each and every such right and remedy shall be cumulative and
concurrent, and may be enforced separately, successively or together, and may be
exercised from time to time as often as may be deemed necessary or desirable by
Holder.

     12.9 Incorporation by Reference. All of the agreements, conditions,
covenants and provisions contained in each of the Loan Documents are hereby made
a part of this Note to the same extent and with the same force and effect as if
they were fully set forth herein. Borrower covenants and agrees to keep and
perform, or cause to be kept and performed, all such agreements, conditions,
covenants and provisions strictly in accordance with their terms.

     12.10 Joint and Several Liability. If Borrower consists of more than one
person and/or entity, each such person and/or entity agrees that its liability
hereunder is joint and several.

     12.11 Business Purpose. Borrower represents and warrants that the Loan
evidenced by this Note is being obtained solely for the purpose of acquiring or
carrying on a business, professional or commercial activity and is not for
personal, agricultural, family or household purposes.

     12.12 Interest Limitation. Notwithstanding anything to the contrary
contained herein or in the Mortgage or in any other of the Loan Documents, the
effective rate of interest on the obligation evidenced by this Note shall not
exceed the lawful maximum rate of interest permitted to be paid. Without
limiting the generality of the foregoing, in the event that the interest charged
hereunder results in an effective rate of interest higher than that lawfully
permitted to be paid, then such charges shall be reduced by the sum sufficient
to result in an effective rate of interest permitted and any amount which would
exceed the highest lawful rate already received and held by Holder shall be
applied to a reduction of principal and not to the payment of interest. Borrower
agrees that for the purpose of determining highest rate permitted by law, any
non-principal payment (including, without limitation, Late Fees and other fees)
shall be deemed, to the extent permitted by law, to be an expense, fee or
premium rather than interest.


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     12.13 Modification. This Note may be modified, amended, discharged or
waived only by an agreement in writing signed by the party against whom
enforcement of such modification, amendment, discharge or waiver is sought.

     12.14 Time of the Essence. Time is strictly of the essence of this Note.

     12.15 Negotiable Instrument. Borrower agrees that this Note shall be deemed
a negotiable instrument, even though this Note may not otherwise qualify, under
applicable law, absent this paragraph, as a negotiable instrument.

     12.16 Interest Rate After Judgment. If judgment is entered against Borrower
on this Note, the amount of the judgment entered (which may include principal,
interest, fees, Late Fees and costs) shall bear interest at the Default Rate, to
be determined on the date of the entry of the judgment.

     12.17 Relationship. Borrower and Holder intend that the relationship
between them shall be solely that of creditor and debtor. Nothing contained in
this Note or in any of the other Loan Documents shall be deemed or construed to
create a partnership, tenancy-in-common, joint tenancy, joint venture or
co-ownership by or between Borrower and Holder.

     12.18 Waiver of Automatic Stay. BORROWER HEREBY AGREES THAT, IN
CONSIDERATION OF LENDER'S AGREEMENT TO MAKE THE LOAN AND IN RECOGNITION THAT THE
FOLLOWING COVENANT IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN, IN THE
EVENT THAT BORROWER SHALL (A) FILE WITH ANY BANKRUPTCY COURT OF COMPETENT
JURISDICTION OR BE THE SUBJECT OF ANY PETITION UNDER ANY SECTION OR CHAPTER OF
TITLE 11 OF THE UNITED STATES CODE, AS AMENDED (THE "BANKRUPTCY CODE"), OR
SIMILAR LAW OR STATUTE; (B) BE THE SUBJECT OF ANY ORDER FOR RELIEF ISSUED UNDER
THE BANKRUPTCY CODE OR SIMILAR LAW OR STATUTE; (C) FILE OR BE THE SUBJECT OF ANY
PETITION SEEKING ANY REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT,
LIQUIDATION, DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL
OR STATE ACT OR LAW RELATING TO BANKRUPTCY, INSOLVENCY, OR OTHER RELIEF FOR
DEBTORS; (D) HAVE SOUGHT OR CONSENTED TO OR ACQUIESCED IN THE APPOINTMENT OF ANY
TRUSTEE, RECEIVER, CONSERVATOR, OR LIQUIDATOR; OR (E) BE THE SUBJECT OF AN
ORDER, JUDGMENT OR DECREE ENTERED BY ANY COURT OF COMPETENT JURISDICTION
APPROVING A PETITION FILED AGAINST ANY BORROWER FOR ANY REORGANIZATION,
ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION, OR SIMILAR
RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL OR STATE ACT OR LAW RELATING TO
BANKRUPTCY, INSOLVENCY OR RELIEF FOR DEBTORS, THEN, TO THE EXTENT PERMITTED BY
APPLICABLE LAW AND SUBJECT TO COURT APPROVAL, HOLDER SHALL THEREUPON BE
ENTITLED, AND BORROWER HEREBY IRREVOCABLY CONSENTS TO, AND WILL NOT CONTEST, AND
AGREES TO STIPULATE TO, RELIEF FROM ANY AUTOMATIC STAY OR OTHER INJUNCTION
IMPOSED BY SECTION 362 OF THE BANKRUPTCY CODE OR SIMILAR LAW OR STATUTE
(INCLUDING,


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<PAGE>

WITHOUT LIMITATION, RELIEF FROM ANY EXCLUSIVE PERIOD SET FORTH IN SECTION 1121
OF THE BANKRUPTCY CODE) OR OTHERWISE, ON OR AGAINST THE EXERCISE OF THE RIGHTS
AND REMEDIES OTHERWISE AVAILABLE TO HOLDER AS PROVIDED IN THE LOAN DOCUMENTS,
AND AS OTHERWISE PROVIDED BY LAW, AND BORROWER HEREBY IRREVOCABLY WAIVES ITS
RIGHTS TO OBJECT TO SUCH RELIEF.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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<PAGE>

     IN WITNESS WHEREOF, Borrower has executed and sealed this Note or caused it
to be executed and sealed on its behalf by its duly authorized representatives,
the day and year first above written, and the obligations under this Note shall
be binding upon Borrower's successors and assigns.

                                        BORROWER:

                                        DIVERSICARE BRIARCLIFF, LLC, a
                                        Delaware limited liability company

                                        By: Diversicare Leasing Corp., a
                                            Tennessee corporation, its sole
                                            member


                                        /s/ Glynn Riddle, Jr.
                                        ----------------------------------------
                                        By: Glynn Riddle, Jr.
                                        Its: Chief Financial Officer


ACKNOWLEDGED BY GUARANTOR THIS
31st DAY OF AUGUST, 2005:

ADVOCAT INC., a Delaware corporation


/s/ Glynn Riddle, Jr.
-------------------------------------
By: Glynn Riddle, Jr.
Its: Chief Financial Officer


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