EXHIBIT 10.127

                       EIGHTH AMENDMENT TO PROMISSORY NOTE

         THIS EIGHTH AMENDMENT TO PROMISSORY NOTE (this "Eighth Amendment") is
entered into as of the 1st day of January, 2005, by and between DIVERSICARE
ASSISTED LIVING SERVICES NC II, LLC, a Delaware limited liability company (the
"Borrower"), and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation
(the "Lender").

                                    RECITALS

         A. The Borrower executed to the order of the Lender that certain
Promissory Note dated June 4, 1999, in the principal amount of $12,480,000, as
amended by that certain First Amendment to Promissory Note dated July 1, 2002,
as amended by that certain Second Amendment to Promissory Note dated as of
October 1, 2002, as amended by that certain Third Amendment to Promissory Note
dated as of December 1, 2002, as amended by that certain Fourth Amendment to
Promissory Note dated as of January 1, 2003, as amended by that certain Fifth
Amendment to Promissory Note dated as of June 18, 2003, as amended by that
certain Sixth Amendment to Promissory Note dated July 1, 2003, and as further
amended by that certain Seventh Amendment to Promissory Note dated June 30, 2004
(the "Note"). Unless otherwise defined herein, capitalized terms shall have the
meaning assigned to them in the Note.

         B. The Borrower has requested that the Lender extend the Maturity Date
of the Note, and the Lender has agreed, upon certain conditions, one of which is
the execution of this Eighth Amendment.

                                    AGREEMENT

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

         Section 4.1 of the Note, Maturity Date, is hereby amended to extend the
Maturity Date from January 1, 2005 until April 1, 2005. All references in the
Note to the "Maturity Date" are hereby amended to mean April 1, 2005.

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

         Notwithstanding the execution of this Eighth 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,



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except as any such Event of Default has been expressly waived in writing by the
Beneficiary, or the Beneficiary has provided an express written forbearance.

         Notwithstanding the execution of this Eighth 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, 2004, and signed by
Borrower's Chief Financial Officer and Vice President.



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


                                             BORROWER:

                                             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


                                             LENDER:

                                             GMAC COMMERCIAL MORTGAGE
                                             CORPORATION, a California
                                             corporation

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



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