EIGHTH AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED MASTER LEASE

This Eighth Amendment to Consolidated Amended and Restated Master Lease (this “ Amendment ”) is executed and delivered as of March 31, 2009 by and between STERLING ACQUISITION CORP., a Kentucky corporation (“ Lessor ”), the address of which is 9690 Deereco Road, Suite 100, Timonium, MD 21093, and DIVERSICARE LEASING CORP., a Tennessee corporation, the address of which is 1621 Galleria Boulevard, Brentwood, TN  37027.

A.           Lessee has executed and delivered to Lessor a Consolidated Amended and Restated Master Lease dated as of November 8, 2000, but effective as of October 1, 2000 (the “ Master Lease ”), as amended by a First Amendment to Consolidated Amended and Restated Master Lease dated as of September 30, 2001 (the “ First Amendment ”), a Second Amendment to Consolidated Amended and Restated Master Lease dated as of June 15, 2005 (the “ Second Amendment ”), a Third Amendment to Consolidated Amended and Restated Master Lease dated as of October 20, 2006 (the “ Third Amendment ”), a Fourth Amendment to Consolidated Amended and Restated Master Lease dated as of April 1, 2007 (the “ Fourth Amendment ”), a Fifth Amendment to Consolidated Amended and Restated Master Lease dated as of August 10, 2007 (the “ Fifth Amendment ”), a Sixth Amendment to Consolidated Amended and Restated Master Lease dated as of March 14, 2008 (the “ Sixth Amendment ”) and a Seventh Amendment to Consolidated Amended and Restated Master Lease dated as of October 24, 2008 (collectively, the “ Existing Master Lease ”) pursuant to which Lessee leases from Lessor certain healthcare facilities.

B.           The State of Arkansas has filed suit in the Circuit Court of Garland County, Arkansas (the “ Court ”) to condemn the real property described in Schedule 1 to this Amendment (the “ Condemned Property ”).

C.           Pursuant to a Consent Judgment among Lessee, Lessor and the State of Arkansas, Lessee and Lessor have consented to such condemnation.

D.           Lessor and Lessee desire to delete the Condemned Property from the definition of “Land” in the Master Lease.

NOW THEREFORE, the parties agree as follows:

1.   Definitions .  Any capitalized term used but not defined in this Amendment will have the meaning assigned to such term in the Master Lease.  From and after the date of this Amendment, each reference in the Existing Master Lease or the other Transaction Documents to the “Lease” or “Master Lease” means, as applicable, the Existing Master Lease as modified by this Amendment.

2.   Condemned Property .  Effective upon the entry by the Court of the Consent Judgment, Exhibit A-9 to the Existing Master Lease is amended and restated in its entirety by Exhibit A-9 to this Amendment such that the Condemned Property is deleted from the real property defined as the “Land” in the Master Lease and is no longer covered by the Master Lease.

3.   Representations and Warranties of Lessee .  Lessee hereby represents and warrants to Lessor that (i) it has the right and power and is duly authorized to enter into this Amendment; and (ii) the execution of this Amendment does not and will not constitute a breach of any provision contained in any agreement or instrument to which Lessee is or may become a party or by which Lessee is or may be bound or affected.

4.   Execution and Counterparts .  This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but when taken together shall constitute one and the same Amendment.

5.   Headings .  Section headings used in this Amendment are for reference only and shall not affect the construction of the Amendment.

6.   Enforceability .  Except as expressly and specifically set forth herein, the Existing Master Lease remains unmodified and in full force and effect.  In the event of any discrepancy between the Existing Master Lease and this Amendment, the terms and conditions of this Amendment will control and the Existing Master Lease is deemed amended to conform hereto.

This instrument was acknowledged before me on the 24th day of March, 2009, by Daniel Booth, the COO of STERLING ACQUISITION CORP., a Kentucky corporation, on behalf of said company.

This instrument was acknowledged before me on the 25th day of March , 2009, by Glynn Riddle, the EVP & CFO of DIVERSICARE LEASING CORP., a Tennessee corporation, on behalf of said company

The undersigned hereby consent to the transactions contemplated by this Eighth Amendment to Consolidated Amended and Restated Master Lease (the “ Seventh Amendment ”), ratify and affirm their respective Guaranties, Pledge Agreements, Security Agreements, Subordination Agreements and other Transaction Documents, and acknowledge and agree that the performance of the  Master Lease and obligations described therein are secured by their Guaranties, Pledge Agreements, Security Agreement, Subordination Agreement and other Transaction Documents on the same terms and conditions in effect prior to this Seventh Amendment.

The foregoing instrument was acknowledged before me this 25th day of March , 2009, by Glynn Riddle, who is EVP & CFO of ADVOCAT, INC. a Delaware corporation, on behalf of the corporation, who acknowledged the same to be his or her free act and deed and the free act and deed of the corporation.

The foregoing instrument was acknowledged before me this 25th day of March , 2009, by Glynn Riddle, who is EVP & CFO of DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, on behalf of the corporation, who acknowledged the same to be his or her free act and deed and the free ac