ADVOCAT INC
SEVENTH AMENDMENT TO PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.139
<SEQUENCE>8
<FILENAME>g81373exv10w139.txt
<DESCRIPTION>SEVENTH AMENDMENT TO PROMISSORY NOTE
<TEXT>
<PAGE>


                                                               EXHIBIT 10.139

                                                                 (Afton Oaks)


                      SEVENTH AMENDMENT TO PROMISSORY NOTE

                  This Seventh Amendment to Promissory Note (this "Seventh
Amendment") is executed this 23 day of December, 2002, by DIVERSICARE AFTON
OAKS, LLC, a Delaware limited liability company (the "Borrower"), and GMAC
COMMERCIAL MORTGAGE CORPORATION, a California corporation (the "Lender").

                                    Recitals

                  A. Diversicare Management Services Co., ("DMSC") executed to
the order of Lender that certain Promissory Note dated December 27, 1996, in the
original principal amount of $3,750,000, as amended by that certain Amendment to
Promissory Note dated November 30, 1999, by that certain Second Amendment to
Promissory Note dated April 30, 2000, by that certain Third Amendment to
Promissory Note dated June 30, 2000, by that certain Memorandum of Lender dated
September 8, 2000, by that certain Fourth Amendment to Promissory Note dated
September 29, 2000, by that certain Fifth Amendment to Promissory Note dated
December 31, 2000, by that certain Memorandum of Lender dated January 26, 2001,
and by that certain Sixth Amendment to and Assumption of Promissory Note dated
February 28, 2001 (the "Note"). Pursuant to the terms of the Sixth Amendment to
and Assumption of the Promissory Note dated February 28, 2001, the Note was
assumed by the Borrower. Unless otherwise defined herein, capitalized terms
shall have the meanings assigned to them in the Note.

                  B. The Note has matured.

                  C. The Borrower has requested that the Lender renew the debt
evidenced by the Note and extend the maturity date of the Note, and the Lender
has agreed to such renewal and extension on certain conditions, one of which is
the execution of this Seventh Amendment by the Borrower.

                                    Agreement

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

         1. Section 4 of the Note, Maturity Date, is hereby amended to extend
the Maturity Date to March 31, 2004. All references in the Note to the "Maturity
Date" are hereby amended to mean March 31, 2004.

         Except as expressly amended herein, the Note shall remain in full force
and effect in accordance with its terms and conditions.

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         Notwithstanding the execution of this Seventh Amendment, the
indebtedness evidenced by the Note shall remain in full force and effect, and
nothing contained herein shall be interpreted or construed as resulting in a
novation of such indebtedness. The Borrower acknowledges and agrees that there
are no offsets or defenses to payment of the obligations evidenced by the Note,
as hereby amended, and hereby waives any defense, claim or counterclaim of the
Borrower regarding the obligations of the Borrower under the Note, as hereby
amended. The Borrower represents that there are no conditions of default or
facts or consequences which will or could lead to a default under the
obligations due from the Borrower under the Note, as amended herein, except as
disclosed by Borrower and Diversicare Management Services Co. in that certain
Quarterly Compliance Statement & Census Data report and that certain Compliance
Certificate, each for the period ending September 30, 2002, and signed by
Borrower's Chief Financial Officer and Executive Vice President.

         IN WITNESS WHEREOF, the Borrower and Lender have caused this Seventh
Amendment to be executed by their respective 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., its sole member

                                           By:  /s/ William R. Council, III
                                                --------------------------------
                                           Its:  Chief Executive Officer

                                  LENDER:

                                  GMAC COMMERCIAL MORTGAGE
                                  CORPORATION, a California corporation

                                  By: /s/ GMAC Commercial Mortgage Corporation
                                      ----------------------------------------
                                  Its:
                                      ----------------------------------------

         The Guarantor joins in the execution of this Seventh Amendment to
confirm its acknowledgment and agreement to the terms contained herein.

                                  GUARANTOR:

                                  ADVOCAT, INC., a Delaware corporation

                                  By:  /s/ William R. Council, III
                                       ---------------------------------
                                  Its:   Chief Financial Officer




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