W I T N E S S E T H :

                                                                  EXHIBIT 10.18

                   FIRST AMENDMENT TO RENEWAL PROMISSORY NOTE

         THIS FIRST AMENDMENT TO RENEWAL PROMISSORY NOTE is made and entered
into by and among AMSOUTH BANK (the, "Bank") and ADVOCAT, INC., a Delaware
corporation (the "Borrower").

                              W I T N E S S E T H :

         WHEREAS, Borrower executed to Bank that certain Renewal Promissory Note
dated December 15, 2002, in the original principal amount of TWO MILLION SIX
HUNDRED NINETEEN THOUSAND TWO HUNDRED FIFTY ONE AND 53/100 ($2,619,251.53)
DOLLARS, which Renewal Promissory Note renewed and replaced the Reimbursement
Promissory Note dated October 1, 2000 executed by Borrower in the original
principal amount of $3,000,000.00 (the "Note"); and

         WHEREAS, Bank has agreed to modify the Note in accordance with the
terms and conditions of the Third Amendment to Master Amendment dated as of July
11, 2003, executed by Bank, and Debtors (as defined therein).

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. The Note is amended to provide that the Maturity Date, as defined
in the Note, shall be changed from July 11, 2003 to January 9, 2004.

         2. The Note is amended as stated herein, but no further or otherwise,
and the terms and provisions of the Note, as hereby amended, shall be and
continue to be in full force and effect. Nothing herein is intended to operate
to release or diminish any right of Bank under the Note or with respect to any
collateral securing the Note or with respect to any guaranty or suretyship
agreement for the Note, all of which shall remain in full force and effect. This
instrument constitutes the entire agreement of the parties with respect to the
subject matter hereof.


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         IN WITNESS WHEREOF, this instrument has been executed on the ___ day of
____________________, 2003 to be effective on the 11th day of July, 2003.

                                    BORROWER:

                                    ADVOCAT, INC.,
                                    a Delaware corporation


                                    By:  /s/ Xxxxxxx X. Council, III
                                         ----------------------------
                                    Name:  Xxxxxxx X. Council, III
                                    Title: President

                                    BANK:

                                    AMSOUTH BANK


                                    By: /s/ Xxx XxXxxxxx
                                       ------------------------------
                                        Xxx XxXxxxxx, Vice President


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