EXHIBIT 10.6

                                                                    (Afton Oaks)

                   EIGHTH AMENDMENT TO PROJECT LOAN AGREEMENT

      THIS EIGHTH AMENDMENT TO PROJECT LOAN AGREEMENT (the "Eighth Amendment")
is effective as of April 1, 2005, by and between GMAC COMMERCIAL MORTGAGE
CORPORATION, a California corporation (the "Lender") and DIVERSICARE AFTON OAKS,
LLC, a Delaware limited liability company (the "Borrower").

                                    RECITALS

      A. The Lender, ADVOCAT INC., a Delaware corporation ("Advocat"),
DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation and wholly-owned
subsidiary of Advocat ("DMSC"), DIVERSICARE LEASING CORP. ("DLC"), a Tennessee
corporation and wholly-owned subsidiary of AFI (defined below), ADVOCAT
ANCILLARY SERVICES, INC. ("AAS"), a Tennessee corporation and wholly-owned
subsidiary of DMSC, DIVERSICARE CANADA MANAGEMENT SERVICES CO., INC. ("DCMS"), a
corporation organized under the laws of Canada and wholly-owned subsidiary of
DLC, FIRST AMERICAN HEALTH CARE, INC. ("FAHC"), an Alabama corporation and
wholly-owned subsidiary of DLC, DIVERSICARE LEASING CORP. OF ALABAMA ("DLCA"),
an Alabama corporation and wholly-owned subsidiary of DLC, ADVOCAT DISTRIBUTION
SERVICES, INC. ("ADS"), a Tennessee corporation and wholly-owned subsidiary of
DMS, and ADVOCAT FINANCE, INC. ("AFI"), a Delaware corporation and wholly-owned
subsidiary of DMS (DLC, AAS, DCMS, DGP, FAHC, ADS, DLCA and AFI, together with
any other subsidiaries of Advocat or of the Subsidiaries formed or acquired
after the date hereof, are sometimes hereinafter referred to collectively as the
"Subsidiaries") entered into that certain Project Loan Agreement dated December
27, 1996, as amended by that certain First Amendment to Project Loan Agreement
dated April 30, 2000, by that certain Second Amendment to Project Loan Agreement
dated June 30, 2000, by Memorandum dated September 8, 2000, by that certain
Third Amendment to Project Loan Agreement dated September 29, 2000, by that
certain Fourth Amendment to Project Loan Agreement dated December 31, 2000, and
by that certain Fifth Amendment to Project Loan Agreement and Comprehensive
Amendment of All Other Loan Documents dated February 28, 2001, as amended by
that certain Sixth Amendment to Project Loan Agreement dated December 23, 2002,
and as amended by that certain Seventh Amendment to Project Loan Agreement dated
March 31, 2004 (the "Loan Agreement"). Pursuant to the terms of the Fifth
Amendment to Project Loan Agreement and Comprehensive Amendment of All Other
Loan Documents dated February 28, 2001, the Borrower assumed all rights,
obligations and benefits of DMSC in, to and under the Loan Document and all
Other Loan Documents.

      B. Pursuant to the terms of the Loan Agreement, Lender made a Loan to
DMSC, which was assumed by Borrower, in the principal amount of $3,750,000.00
(the "Loan"). Unless otherwise defined herein, capitalized terms shall have the
meanings assigned to them in the Loan Agreement.

      C. The Loan has matured.

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      D. The Borrower has requested that the Lender extend the Maturity Date,
and the Lender has agreed subject to the conditions and terms evidenced herein.

                                    AGREEMENT

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

      In Article I, the definition of Maturity Date is hereby amended to state
"Maturity Date means April 1, 2006."

      Except as expressly amended hereby, the Loan Agreement shall remain
unchanged and shall continue in full force and effect.

      IN WITNESS WHEREOF, the Borrower and the Lender have caused this Eighth
Amendment to be executed by their duly authorized representatives, as of the
date first set forth above.

                               BORROWER:

                               DIVERSICARE AFTON OAKS, LLC, a Delaware
                               limited liability company

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

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

                               LENDER:

                               GMAC COMMERCIAL MORTGAGE CORPORATION,
                               a California corporation

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