Exhibit 10.99

[Pool B]

THIRD AMENDMENT TO PROMISSORY NOTE
AND LOAN AGREEMENT

THIS THIRD AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT (this "Amendment") is dated as of October 15, 2002, by and between CAPITAL SENIOR LIVING P-B, INC., a Delaware corporation (together with its successors and assigns, "Borrower"), CAPITAL SENIOR LIVING ILM-B, INC., a Delaware corporation (together with its successors and assigns, "Owner"), and NEWMAN FINANCIAL SERVICES, INC., a Delaware corporation (together with its successors and assigns, "Lender"), and is consented to and acknowledged by CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation (together with its successors and assigns, "Guarantor") and by CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation (together with its successors and assigns, "Pledgor").

RECITALS:

A. Lender made a loan (the "Loan") to Borrower in the original principal loan amount of $9,700,000. The Loan is more fully described in and evidenced by (i) that certain Mezzanine Loan Agreement dated as of August 15, 2000, by and between Borrower, Owner and Lender, as amended (the "Loan Agreement"), and (ii) that certain Promissory Note dated as of August 15, 2000 in the amount of the Loan, executed by Borrower and payable to the order of Lender, as amended (the "Note"). The Note and the Loan Agreement were amended by that certain Amendment to Promissory Note and Loan Agreement dated as of August 14, 2001, and that certain Second Amendment to Promissory Note and Loan Agreement dated as of September 15, 2001.

B. The Note is secured by, among other things, (i) an Assignment of Net Proceeds (Canton Regency) dated as of August 15, 2000 from Owner in favor of Lender, (ii) an Assignment of Net Proceeds (Towne Center) dated as of August 15, 2000 from Owner in favor of Lender, (iii) a Partnership Interest Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender, (iv) a Promissory Notes Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender, (v) an Open-End Mortgage and Security Agreement dated as of August 15, 2000 between Owner and Lender, and recorded on August 24, 2000 in the land records of Stark County, Ohio as instrument number 2000050551, which encumbers the property described in Exhibit "A-1" attached hereto and made a part hereof by this reference (the "Ohio Property"), and (vi) a Mortgage and Security Agreement dated as of August 15, 2000 between Mortgagor and Lender, and recorded on September 6, 2000 in the land records of Lake County, Indiana as instrument number 2000064617, which encumbers the property described in Exhibit "A-2" attached hereto and made a part hereof by this reference (the "Indiana Property" and together with the Ohio Property, the "Properties").

C. Repayment of the Loan is guaranteed by Guarantor pursuant to, and as set forth in, that certain Payment and Performance Guaranty Agreement dated as August 15, 2000 given by Guarantor for the benefit of Lender ("Guaranty").

D. Borrower and Owner have requested that Lender modify certain covenants in the Loan Agreement and further extend the maturity date of the Loan to October 15, 2004. Lender has agreed to consent to such modifications and

extension, subject to the payment of the Extension Fee (described below) and to the terms and conditions of this Amendment, as set forth below.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Owner and Lender, intending to be legally bound, agree that the Note and Loan Agreement are hereby further amended as follows:

1. The foregoing Recitals are hereby ratified and made a part hereof.

2. All capitalized terms used herein shall have the meanings given them in the Note or Loan Agreement, as applicable, unless they are otherwise specifically defined herein.

3. Section 4 of the Note, as amended, is hereby deleted in its entirety and the following Section 4 is hereby substituted therefor:

Section 4. Maturity Date. Unless sooner paid, the entire unpaid balance of the principal amount hereof and all interest accrued thereon (including interest at the Default Rate), to and including the Maturity Date (as defined below), and all Late Fees (as defined below) shall become due and payable on October 15, 2004 (the "Maturity Date").

4. The definition of "Maturity Date" in Section 1.1 of the Loan Agreement, as amended, is hereby deleted in its entirety, and the following definition is hereby substituted therefor:

"Maturity Date" means October 15, 2004, unless Mezzanine Lender sooner accelerates the maturity of the Loan in accordance with the Loan Documents.

5. Notwithstanding paragraphs 3 and 4 above, Lender may accelerate the Maturity Date under the Note and Loan Agreement on October 15, 2003 unless on such date Capital Senior Living P-C, Inc. ("P-C, Inc.") has satisfied the conditions set forth in paragraph 5 of that certain Third Amendment to Promissory Note and Loan Agreement of even date herewith among P-C, Inc., Lender and Guarantor.

6. Section 2.4 of the Loan Agreement is hereby deleted in its entirety, except that any term defined in Section 2.4 and used elsewhere in the Loan Agreement shall continue to have the meaning set forth in Section 2.4.

7. Effective as of October 15, 2002, the first clause (up to the colon) of Section 1.4 of the Note is hereby deleted in its entirety and the following clause is hereby substituted therefor:

The "Note Rate" shall mean (a) the greater of (i) three and one half percent (3.5%) per annum, or (ii) the average of London Interbank Offered Rates ("LIBOR") for a term of one month determined solely by Holder as of each Rate Adjustment Date, plus (b) five hundred fifty (550) basis points per annum, determined in the following manner:

8. The foregoing amendments 3 through 6 shall become effective as of the date hereof only if Borrower causes to be paid to Lender (i) one-half of the Extension Fee (defined below) in consideration of Lender's consent to further extend the Maturity Date, (ii) the Liquidity Fee pursuant to Section 2.6 of the Loan Agreement, which the parties agree shall now be in the amount of $96,000.00 (minus $16,800.00 which was previously paid to Lender), and (iii) all attorney's fees and expenses incurred by Lender in connection herewith. The Extension Fee shall be an amount equal to one and one-half percent (1.5%) of the outstanding principal balance of the Loan as of the date hereof. One-half of the Extension Fee is payable as of the date hereof as provided above. The remaining one-half of the Extension Fee is fully earned by Lender on the date hereof, but shall not be due and payable until the Maturity Date. This Amendment may only become effective if that certain Third Amendment to Promissory Note and Loan Agreement of even date herewith among P-C, Inc., Lender and Guarantor has been executed by all parties thereto and all fees and expenses payable upon execution thereof have been paid.

9. Lender has agreed to temporarily waive certain conditions precedent (itemized below) to the effectiveness of this Amendment. Borrower hereby covenants and agrees that on or before the earlier to occur of (a) March 31, 2003 or (b) the date upon which Borrower restructures the first lien indebtedness secured by the Properties with GMAC Commercial Mortgage Corporation, Borrower shall provide to Lender the following to Lender's commercially reasonable satisfaction: (i) UCC, judgment, tax lien, bankruptcy and pending litigation searches of the parties hereto other than Lender, (ii) a bankruptcy non-consolidation opinion substantially in the form of the opinion rendered at the closing of the Loan, or an update of such opinion, and (iii) zoning confirmation letters for each of the Properties substantially in the form of the letters provided at the closing of the Loan, or an update of such letters.

10. Except as hereby expressly amended, each of the Note and the Loan Agreement, as amended, shall otherwise be unchanged, shall remain in full force and effect and is hereby expressly approved, ratified and confirmed. All representations and warranties made by the Borrower and the Owner in the Loan Documents are true and correct in all material respects as if made on the date hereof.

11. This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

12. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

13. Neither the Note nor the Loan Agreement may be further amended except by an instrument in writing signed by each of the parties hereto.

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

BORROWER:

CAPITAL SENIOR LIVING P-B, INC.,
a Delaware corporation

By: /s/ Paul T. Lee                    (Seal)
   ------------------------------------
Name: Paul T. Lee
     ----------------------------------
Title: Vice President, Finance
      ---------------------------------

OWNER:

CAPITAL SENIOR LIVING ILM-B, INC.,
a Delaware corporation

By: /s/ Paul T. Lee                    (Seal)
   ------------------------------------
Name: Paul T. Lee
     ----------------------------------
Title: Vice President, Finance
      ---------------------------------

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LENDER:

NEWMAN FINANCIAL SERVICES, INC.,
a Delaware corporation

By: /s/ Jay N. Rollins                (Seal)
   -----------------------------------
Name: Jay N. Rollins
     ---------------------------------
Title: Senior Vice President
      --------------------------------

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CONSENT AND ACKNOWLEDGMENT BY GUARANTOR:

CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation, as Guarantor under that certain Payment and Performance Guaranty Agreement ("Guaranty") dated as of August 15, 2000 in favor of Lender does hereby acknowledge and consent to the foregoing Amendment, confirms that all representations and warranties made by the Guarantor in the Loan Documents are true and correct in all material respects as if made on the date hereof, and does hereby ratify and confirm the Guaranty and acknowledges the same to be in full force and effect.

GUARANTOR:

CAPITAL SENIOR LIVING CORPORATION,
a Delaware corporation

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CONSENT AND ACKNOWLEDGMENT BY PLEDGOR:

CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation, as Pledgor under that certain Partnership Interest Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender, and that certain Promissory Notes Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender (collectively, the "Pledge Agreements") does hereby acknowledge and consent to the foregoing Amendment, confirms that all representations and warranties made by the Pledgor in the Loan Documents are true and correct in all material respects as if made on the date hereof, and does hereby ratify and confirm the Pledge Agreements and acknowledges the same to be in full force and effect. Pledgor further confirms that the term "Mezzanine Loan Documents" as referred to within the definition of "Mezzanine Loan Documents" in the Partnership Interest Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender means and refers to the "Loan Documents" as defined in the Loan Agreement as defined above.

PLEDGOR:

CAPITAL SENIOR LIVING PROPERTIES, INC.,
a Texas corporation

EXHIBIT A-1

OHIO PROPERTY

EXHIBIT A-2

INDIANA PROPERTY

Exhibit 10.100
[Pool C]

THIRD AMENDMENT TO PROMISSORY NOTE
AND LOAN AGREEMENT

THIS THIRD AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT (this "Amendment") is dated as of October 15, 2002, by and between CAPITAL SENIOR LIVING P-C, INC., a Delaware corporation (together with its successors and assigns, "Borrower"), CAPITAL SENIOR LIVING ILM-C, INC., a Delaware corporation (together with its successors and assigns, "Owner"), and NEWMAN FINANCIAL SERVICES, INC., a Delaware corporation (together with its successors and assigns, "Lender"), and is consented to and acknowledged by CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation (together with its successors and assigns, "Guarantor") and by CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation (together with its successors and assigns, "Pledgor").

RECITALS:

A. Lender made a loan (the "Loan") to Borrower in the original principal loan amount of $10,300,000. The Loan is more fully described in and evidenced by (i) that certain Mezzanine Loan Agreement dated as of August 15, 2000, by and between Borrower, Owner and Lender, as amended (the "Loan Agreement"), and (ii) that certain Promissory Note dated as of August 15, 2000 in the amount of the Loan, executed by Borrower and payable to the order of Lender, as amended (the "Note"). The Note and the Loan Agreement were amended by that certain Amendment to Promissory Note and Loan Agreement dated as of August 14, 2001, and that certain Second Amendment to Promissory Note and Loan Agreement dated as of September 15, 2001.

B. The Note is secured by, among other things, (i) a Stock Pledge Agreement dated as of August 15, 2000 from Borrower in favor of Lender, (ii) an Assignment of Net Proceeds dated as of August 15, 2000 from Borrower in favor of Lender, (iii) an Owner's Assignment of Net Proceeds dated as of August 15, 2000 from Owner in favor of Lender with respect to the real property described more fully therein (collectively, the "Properties"), (iv) a Partnership Interest Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender, and (v) a Promissory Notes Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender.

C. Repayment of the Loan is guaranteed by Guarantor pursuant to, and as set forth in, that certain Payment and Performance Guaranty Agreement dated as August 15, 2000 given by Guarantor for the benefit of Lender ("Guaranty").

D. Borrower and Owner have requested that Lender modify certain covenants in the Loan Agreement and further extend the maturity date of the Loan to October 15, 2004. Lender has agreed to consent to such modifications and extension, subject to the payment of the Extension Fee (described below) and to the terms and conditions of this Amendment, as set forth below.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Owner and Lender, intending to be legally bound, agree that the Note and Loan Agreement are hereby further amended as follows:

1. The foregoing Recitals are hereby ratified and made a part hereof.

2. All capitalized terms used herein shall have the meanings given them in the Note or Loan Agreement, as applicable, unless they are otherwise specifically defined herein.

3. Section 4 of the Note, as amended, is hereby deleted in its entirety and the following Section 4 is hereby substituted therefor:

Section 4. Maturity Date. Unless sooner paid, the entire unpaid balance of the principal amount hereof and all interest accrued thereon (including interest at the Default Rate), to and including the Maturity Date (as defined below), and all Late Fees (as defined below) shall become due and payable on October 15, 2004 (the "Maturity Date").

4. The definition of "Maturity Date" in Section 1.1 of the Loan Agreement, as amended, is hereby deleted in its entirety, and the following definition is hereby substituted therefor:

"Maturity Date" means October 15, 2004, unless Mezzanine Lender sooner accelerates the maturity of the Loan in accordance with the Loan Documents.

5. Notwithstanding paragraphs 3 and 4 above, Lender may accelerate the Maturity Date under the Note and Loan Agreement on October 15, 2003 unless (a) on such date no Event of Default shall have occurred and be continuing, and (b) on or before such date Borrower shall have curtailed the Loan pursuant to this paragraph in an amount not less than $5,000,000.00. Borrower shall make quarterly principal curtailments on the Loan, unless such amounts have been previously prepaid (such prepayments shall be without penalty or premium) on the 15th day of January, April, July and October, commencing on January 15, 2003 and through October 15, 2003, and, if the Maturity Date has not been accelerated on October 15, 2003 pursuant to this paragraph, through October 15, 2004, as follows:

----------------- ------------------------
Amount            Date (on or before)
------            ----
----------------- ------------------------
$1,000,000        January 15, 2003
----------------- ------------------------
$1,000,000        April 15, 2003
----------------- ------------------------
$1,500,000        July 15, 2003
----------------- ------------------------

   2

----------------- ------------------------
$1,500,000        October 15, 2003
----------------- ------------------------
$500,000          January 15, 2004
----------------- ------------------------
$500,000          April 15, 2004
----------------- ------------------------
$1,000,000        July 15, 2004
----------------- ------------------------
$3,300,000        October 15, 2004
----------------- ------------------------

The then existing balances in the reserve funds held under the Debt Reserve Fund Agreement and the Operating Deficit Reserve Agreement (each as defined in the Loan Agreement) may be applied to the principal curtailment due October 15, 2004.

6. Section 2.4 of the Loan Agreement is hereby deleted in its entirety, except that any term defined in Section 2.4 and used elsewhere in the Loan Agreement shall continue to have the meaning set forth in Section 2.4.

7. Effective as of October 15, 2002, the first clause (up to the colon) of Section 1.4 of the Note is hereby deleted in its entirety and the following clause is hereby substituted therefor:

The "Note Rate" shall mean (a) the greater of (i) three and one half percent (3.5%) per annum, or (ii) the average of London Interbank Offered Rates ("LIBOR") for a term of one month determined solely by Holder as of each Rate Adjustment Date, plus (b) five hundred fifty (550) basis points per annum, determined in the following manner:

8. The foregoing amendments 3 through 6 shall become effective as of the date hereof only if Borrower causes to be paid to Lender (i) one-half of the Extension Fee (defined below) in consideration of Lender's consent to further extend the Maturity Date, (ii) the Liquidity Fee pursuant to Section 2.6 of the Loan Agreement, which the parties agree shall now be in the amount of $104,000.00 (minus $18,200.00 which was previously paid to Lender), and (iii) all attorney's fees and expenses incurred by Lender in connection herewith. The Extension Fee shall be an amount equal to one and one-half percent (1.5%) of the outstanding principal balance of the Loan as of the date hereof. One-half of the Extension Fee is payable as of the date hereof as provided above. The remaining one-half of the Extension Fee is fully earned by Lender on the date hereof, but shall not be due and payable until the Maturity Date. This Amendment may only become effective if that certain Third Amendment to Promissory Note and Loan Agreement of even date herewith among Capital Senior Living P-B, Inc., Lender and Guarantor has been executed by all parties thereto and all fees and expenses payable upon execution thereof have been paid.

9. Lender has agreed to temporarily waive certain conditions precedent (itemized below) to the effectiveness of this Amendment. Borrower hereby covenants and agrees that on or before the earlier to occur of (a) March 31, 2003 or (b) the date upon which Borrower restructures the first lien

indebtedness secured by the Properties with GMAC Commercial Mortgage Corporation, Borrower shall provide to Lender the following to Lender's commercially reasonable satisfaction: (i) UCC, judgment, tax lien, bankruptcy and pending litigation searches of the parties hereto other than Lender, (ii) a bankruptcy non-consolidation opinion substantially in the form of the opinion rendered at the closing of the Loan, or an update of such opinion, and (iii) zoning confirmation letters for each of the Properties substantially in the form of the letters provided at the closing of the Loan, or an update of such letters.

10. Except as hereby expressly amended, each of the Note and the Loan Agreement, as amended, shall otherwise be unchanged, shall remain in full force and effect and is hereby expressly approved, ratified and confirmed. All representations and warranties made by the Borrower and the Owner in the Loan Documents are true and correct in all material respects as if made on the date hereof.

11. This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

12. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

13. Neither the Note nor the Loan Agreement may be further amended except by an instrument in writing signed by each of the parties hereto.

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

BORROWER:

CAPITAL SENIOR LIVING P-C, INC.,
a Delaware corporation

By:  /s/ Paul T. Lee                 (Seal)
   ----------------------------------
Name:   Paul T. Lee
     --------------------------------
Title: Vice President, Finance
      -------------------------------

OWNER:

CAPITAL SENIOR LIVING ILM-C, INC.,
a Delaware corporation

By:  /s/ Paul T. Lee                (Seal)
   ---------------------------------
Name:  Paul T. Lee
     -------------------------------
Title: Vice President, Finance
      ------------------------------

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LENDER:

NEWMAN FINANCIAL SERVICES, INC.,
a Delaware corporation

By: /s/ Jay N. Rollins              (Seal)
   ---------------------------------
Name:  Jay N. Rollins
     -------------------------------
Title: Senior Vice President
      ------------------------------

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CONSENT AND ACKNOWLEDGMENT BY GUARANTOR:

CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation, as Guarantor under that certain Payment and Performance Guaranty Agreement ("Guaranty") dated as of August 15, 2000 in favor of Lender does hereby acknowledge and consent to the foregoing Amendment, confirms that all representations and warranties made by the Guarantor in the Loan Documents are true and correct in all material respects as if made on the date hereof, and does hereby ratify and confirm the Guaranty and acknowledges the same to be in full force and effect.

GUARANTOR:

CAPITAL SENIOR LIVING CORPORATION,
a Delaware corporation

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CONSENT AND ACKNOWLEDGMENT BY PLEDGOR:

CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation, as Pledgor under that certain Partnership Interest Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender, and that certain Promissory Notes Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender (collectively, the "Pledge Agreements") does hereby acknowledge and consent to the foregoing Amendment, confirms that all representations and warranties made by the Pledgor in the Loan Documents are true and correct in all material respects as if made on the date hereof, and does hereby ratify and confirm the Pledge Agreements and acknowledges the same to be in full force and effect. Pledgor further confirms that the term "Mezzanine Loan Documents" as referred to within the definition of "Mezzanine Loan Documents" in the Partnership Interest Security Agreement dated as of August 15, 2000 from Pledgor in favor of Lender means and refers to the "Loan Documents" as defined in the Loan Agreement as defined above.

PLEDGOR:

CAPITAL SENIOR LIVING PROPERTIES, INC.,
a Texas corporation

Exhibit 10.101

OMNIBUS MODIFICATION AGREEMENT

This OMNIBUS MODIFICATION AGREEMENT (this "Agreement") dated as of the 25th day of September, 2002 by and between CAPITAL SENIOR LIVING PROPERTIES, INC., a Texas corporation (hereinafter called "Borrower"), and BANK ONE, NA (successor by merger to Bank One, Texas, N.A.), as Agent (hereinafter called "Agent") for the Lenders under the Loan Agreement (as hereinafter defined);

WITNESSETH:

WHEREAS, Borrower, Agent and the Lenders (as such term is defined therein) entered into that certain 1999 Amended and Restated Loan Agreement dated April 8, 1999, as modified by Modification Agreement dated March 28, 2000, Second Modification Agreement dated August 15, 2000, Third Modification Agreement dated March 30, 2001 and Fourth Modification Agreement dated January 10, 2002 (as the same may be modified, amended, restated or supplemented from time to time, the "Loan Agreement"); and

WHEREAS, pursuant to the terms of the Loan Agreement, Borrower delivered that certain Third Amended and Restated Promissory Note dated August 15, 2000 in the principal amount of $9,000,000, payable to the order of Agent, as modified by Modification Agreement dated August 15, 2000 and Extension and Modification Agreement dated February 11, 2002 (together with all other notes given in substitution therefor or in modification, renewal or extension thereof, in whole or in part, including any notes delivered pursuant to Section 10.13 of the Loan Agreement, the "Note");

WHEREAS, payment of the Note is secured by the deed of trust (the "Mortgage") and the assignment of leases and rents (the "Assignment of Leases and Rents") described on Exhibit B attached hereto and made a part hereof, which Mortgage and Assignment of Leases and Rents cover certain property described therein (the "Mortgaged Property"), including, without limitation, the property described on Exhibit A attached hereto and made a part hereof (the Note, the Mortgage, the Assignment of Leases and Rents, the Loan Agreement and all other documents executed by Borrower or any other party in connection with the loan evidenced by the Note being herein collectively called the "Loan Documents");

WHEREAS, Borrower executed and delivered to Agent that certain Pledge Agreement (herein so called) dated July 31, 2001;

WHEREAS, the Note is due and payable on July 15, 2003;

WHEREAS, Borrower has requested that Agent extend the term of the Note to January 15, 2006 and Agent is willing to do so on the terms and conditions herein set forth; and

WHEREAS, Borrower has requested and Agent has agreed to make certain additional revisions to the Loan Documents as more particularly set forth below;

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Loan Agreement.

2. Outstanding. Balance. The current outstanding principal balance of the Loan as of September l, 2002 is $7,552,500.00. Neither Agent nor the Lender shall have any further obligation to make Advances.

3. Modification of Loan Agreement. The Loan Agreement is modified as follows:

(a) Sections 1.5 and 1.67 are deleted and the following are substituted in lieu thereof

1.5 Applicable LIBOR Margin. The term "Applicable LIBOR Margin" shall mean (i) two and one-quarter percent (2.25%) per annum, or (ii) at such time as the Cash Flow Coverage is at least 1.45 to 1 for a calendar quarter, two percent (2%) per annum, provided, however, that if the Cash Flow Coverage should thereafter fall below 1.45 to 1 for a calendar quarter, the percentage in this clause (ii) shall increase to two and one-quarter percent (2.25%) until such time as the Cash Flow Coverage is again at 1.45 to 1 for a calendar quarter, it being understood and agreed that the Applicable LIBOR Margin will be continuously adjusted based on the current Cash Flow Coverage. No downward adjustment of the Applicable LIBOR Margin shall be made unless Borrower has previously notified Agent an adjustment is warranted.

1.67 Maturity Date. The term "Maturity Date" shall mean January 15, 2006.

(b) Sections 5.15(a), (e), (f) and (g) are deleted and the following are substituted in lieu thereof

(a) Current Ratio. CSLC shall maintain a minimum Current Ratio of 1.0 to 1.0 at all times. Unless requested more often by Agent, which request must be reasonable, evidence of the Current Ratio shall be submitted quarterly, calculated as of the last day of the calendar quarter being measured. For purposes of this calculation, (i) pre-paid expenses will be classified as non-Current Assets, except that prepaid insurance may be classified as a Current Asset to the

extent any debt incurred to finance such insurance is classified as a Current Liability, and (ii) any current portion of the Newman Debt shall be excluded as a Current Liability until the date which is the later of (i) November l, 2002, and (ii) ninety (90) calendar days prior to the maturity date of the Newman Debt.

(e) Cash Flow Coverage. The Property shall maintain a minimum Cash Flow Coverage, calculated based on the prior three (3) months of operation, as follows:

1.1 to 1.0        As of June 30, 2002
1.2 to 1.0        As of September 30, 2002
1.3 to 1.0        As of December 31, 2002
1.3 to 1.0        As of March 31, 2003
1.3 to 1.0        As of June 30, 2003
1.3 to 1.0        As of September 30, 2003
1.4 to 1.0        As of December 31, 2003 and the end
                  of each quarter thereafter.

"Cash Flow Coverage" is a ratio, the first number of which is net income from the normal operations of the Property (without deduction for actual management fees paid or incurred), plus interest expense (to the extent deducted in calculating net income) and allowances for depreciation and amortization of the Property for said period, less (i) the greater of actual capital expenditures for that period or $250 per unit, and (ii) the greater of actual management fees during that period or a five percent (5%) management fee, and the second number of which is an amount equivalent to the constant monthly payment sufficient to fully amortize the principal balance outstanding on the Loan at the time of determination in equal installments aver a 25-year period using an interest rate equal to 2.50% per annum above the Treasury Note Rate. For purposes of the calculation above, the term "Loan" shall mean the outstanding principal balance of the Loan on the date of determination less any sums held in the Account (as such term is defined in the Pledge Agreement dated July 31, 2001 made by Borrower in favor of Agent) on the date of determination.

(f) Liquid Assets. CSLC shall continuously maintain Liquid Assets of at least $6,000,000 at all times. For purposes of calculating Liquid Assets, (i) cash consolidated for accounting purposes that is not owned by CSLC shall be excluded, (ii) cash held in the Account shall be included, and (iii) the amount which CSLC and/or its Affiliates is bound to invest in future acquisitions under the terms of the Anticipated Joint Venture Transaction shall be excluded. Unless requested more often by Agent, which request must be reasonable, evidence of the Liquid Assets shall be submitted quarterly, within forty-five (45} days of the end of each calendar quarter, calculated as of the last day of each calendar quarter being measured.

(g) EBITDA/Interest Expense Ratio. CSLC shall maintain an EBITDA/Interest Expense Ratio of not less than 1.25 to 1.0 for the two calendar quarters ending June 30, 2002, not less than 1.15 to 1.0 for the two calendar quarters ending September 30, 2002, not less than 1.15 to 1.0 for the two calendar quarters ending December 31, 2002, not less than 1.20 to 1 for the two calendar quarters ending March 31, 2003, and not less than 1.25 to 1.0 as of the end of each rolling two calendar quarters thereafter. Unless requested more often by Agent, which request must be reasonable, evidence of the EBITDA/Interest Expense Ratio shall be submitted quarterly, calculated as of the last day of the two calendar quarters being measured.

4. Extension of Note and Liens. The maturity date of the Note is hereby extended to January 15, 2006. The liens, security interests, assignments and other rights evidenced by the Mortgage, Assignment of Leases and Rents, Pledge Agreement and other Loan Documents are hereby extended to secure payment of the Note as extended hereby.

5. Extension Fee. Upon the execution of this Agreement, Borrower shall pay to Agent an extension fee in the amount of $37,763.00.

6. Modification of Note. The following is added after the second paragraph on page 2 of the Note:

Commencing August l, 2002 and on the first day of each month thereafter, Borrower shall make a principal payment on the Note in the amount of $11,850.00. Such principal installment payments shall be in addition to payments of interest due on each such dates.

7. Pledge Agreement. The following is added as Section 7.15 to the Pledge Agreement:

7.15(a) For proposes of calculation of Cash Flow Coverage, the term "Loan" means the outstanding principal balance of the Loan on the date of determination less any sums held in the Account on the date of determination. Such adjusted Loan balance is referred to herein as the "Adjusted Loan Balance." The term "Principal Amount" as used herein is the maximum amount which could be added to the Adjusted Loan Balance without causing the Cash Flow Coverage of the Property for any two (2) quarters under review to be less than 1.4 to 1.

(b) Notwithstanding anything to the contrary contained herein, Bank will release from the Account the Principal Amount, provided:

(1) No Default or Event of Default exists;

(2) The Cash Flow Coverage of the Property for the two (2) consecutive calendar quarters immediately preceding the release is at least 1.4 to 1; and

(3) Borrower makes a written request for such release.

(c) The following is an example of the calculation of a "Principal Amount":

(1) Assume the following:

(i) As of December 31, 2002, the actual outstanding balance of the Loan is $7,500,000 and the amount in the Account is $1,000,000. As a result, the "Adjusted Loan Balance" as of December 31, 2002 is $6,500,000.

(ii) The Cash Flow Coverage of the Property for the 2 consecutive calendar quarters ending December 31, 2002 is 1.45 to 1.

(iii) If the Adjusted Loan Balance as of December 31, 2002 were $6,700,000, the Cash Flow Coverage of the Property for the 2 consecutive calendar quarters ending December 31, 2002 would be at Least 1.4 to 1.

(iv) if the Adjusted Loan Balance as of December 31, 2002 were $6,700,001, the Cash Flow Coverage of the Property for the 2 consecutive calendar quarters ending December 31, 2002 would be less than 1.4 to 1.

(2) The Principal Amount is $200,000, which is the maximum amount which could be added to the Adjusted Loan Balance as of December 31, 2002 without causing the Cash Flow Coverage of the Property for the two quarters ending December 31, 2002 to be less than 1.4 to 1.

8. Loan Document. This Agreement constitutes a Loan Document.

9. Agent/Lender. Bank One, NA is the sole Lender under the Loan Agreement. Accordingly, the terms Lender and Agent may be used interchangeably.

10. Representations and Warranties. Borrower hereby represents and warrants that (a) Borrower is duly organized and legally existing under the laws of the State of Texas and qualified to do business in the State of Arizona; (b) the execution and delivery of, and performance under this Agreement are within Borrower's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite corporate action and are not in contravention of law or the powers of Borrower's organizational documents; (c) this Agreement constitutes the legal, valid and binding obligations of Borrower

enforceable in accordance with its terms, subject to laws regarding creditor's rights and general principles of equity; and (d) the execution and delivery of this Agreement by Borrower do not contravene, result in a breach of or constitute a default under any deed of trust, loan agreement, indenture or other contract, agreement or undertaking to which Borrower is a party or by which Borrower or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Borrower is subject.

11. Further Assurances. Borrower or Agent, upon request from the other party, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security interests intended to secure the payment of the Obligations.

12. Confirmation of Loan Documents. Except as provided herein, the terms and provisions of the Loan Agreement, Note, the Mortgage, the Assignment of Leases and Rents, the Pledge Agreement and the other Loan Documents shall remain unchanged and shall remain in full force and effect. Any modification herein of the Loan Agreement, Note, the Mortgage, the Assignment of Leases and Rents, the Pledge Agreement and the other Loan Documents shall in no way affect the security of the Mortgage, the Assignment of Leases and Rents, the Pledge Agreement and the other Loan Documents for the payment of the Note. The promissory note described in the Mortgage, the Assignment of Leases and Rents, the Pledge Agreement and other Loan Documents as the note secured thereby shall hereafter mean the Note as modified by this Agreement. The Loan Agreement, the Note, the Mortgage, the Assignment of Leases and Rents, the Pledge Agreement and the other Loan Documents, as modified and amended hereby, are hereby ratified and confirmed in all respects. All liens, security interests, mortgages and assignments granted or created by or existing under the Mortgage, the Assignment of Leases and Rents, the Pledge Agreement and the other Loan Documents remain unchanged and continue, unabated, in full force and effect, to secure Borrower's obligation to repay the Note. All references in the Loan Documents to the Loan Documents shall hereafter be references to such documents as modified by this Agreement.

13. Endorsement. Contemporaneously with the execution and delivery hereof, Borrower shall, at its sole cost and expense, obtain and deliver to Agent an Endorsement of the Mortgagee Title Policy insuring the lien of the Mortgage, in form and content acceptable to Agent, stating that the company issuing said Mortgagee Title Policy will not claim that policy coverage has terminated or that policy coverage has been reduced, solely by reason of the execution of this Agreement and maintaining the liability thereunder for the period of limitation applicable to the indebtedness secured by the lien of the Mortgage calculated from the renewed and extended maturity date as provided herein.

14. Liens, Security Interests and Assignments. Borrower hereby acknowledges that the liens, security interests and assignments created and

evidenced by the Loan Documents are valid and subsisting and further acknowledges and agrees that there are no offsets, claims or defenses to the Obligations or any Loan Documents.

15. Costs and Expenses. Contemporaneously with the execution and delivery hereof, Borrower shall pay, or cause to be paid, all reasonable costs and expenses incident to the preparation hereof and the consummation of the transactions specified herein, including, without limitation, title policy endorsement charges, recording fees and fees and expenses of legal counsel to Agent and the Lenders.

16. Release. Borrower hereby releases, remises, acquits and forever discharges Lenders and Agent, together with their employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Loan Agreement or any other Loan Document, or any of the transactions associated therewith, including specifically but not limited to claims of usury.

17. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

18. Severabilitv. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition or provision herein contained.

19. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement.

20. Review by Counsel. The parties acknowledge and confirm that each of their respective attorneys have participated jointly in the review and revision of this Agreement and that it has not been written solely by counsel for one party. The parties hereto therefore stipulate and agree that the rule of construction to the effect that any ambiguities are to or may be resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor either party against the other.

21. Governing Law. This Agreement and the rights and duties of the parties hereunder shall be governed for all purposes by the law of the State of Texas and the law of the United States applicable to transactions within said State.

22. Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

23. No Oral Agreements. Borrower and Agent hereby take notice of and agree to the following:

A. PURSUANT TO SUBSECTION 26.02(b) OF THE TEXAS BUSINESS AND COMMERCE CODE A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED THEREIN EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S AUTHORIZED REPRESENTATIVE.

B. PURSUANT TO SUBSECTION 26.02(c) OF THE TEXAS BUSINESS AND COMMERCE CODE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM THE LOAN DOCUMENTS. AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS.

C. THE LOAN AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

IN WITNESS WHEREOF, this Agreement is executed on the respective dates of acknowledgment, to be effective as of the date first above written.

CAPITAL SENIOR LIVING PROPERTIES, INC.,
a Texas corporation

By: /s/ Paul T. Lee
   -----------------------------------
   Name: Paul T. Lee
   Title: Vice President

BANK ONE, NA, as Agent
(Main Office Chicago)

By: /s/ Jeffrey A. Etter
   ----------------------------------
   Name: Jeffrey A. Etter
   Title: First Vice President

THE STATE OF TEXAS       ss.
                         ss.
COUNTY OF DALLAS         ss.

This instrument was acknowledged before me on September ____, 2002, by Paul T. Lee, Vice President of Capital Senior Living Properties, Inc., a Texas corporation, on behalf of said corporation.

THE STATE OF TEXAS       ss.
                         ss.
COUNTY OF DALLAS         ss.

This instrument was acknowledged before me on September ____, 2002, by Jeffrey A. Etter, First Vice President of Bank One, NA, a national association, on behalf of said association, as Agent.

CONSENT OF GUARANTOR

For a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CAPITAL LIVING SENIOR CORPORATION, the Guarantor (herein so called) under that certain Unlimited Guaranty (herein so called) dated March 28, 2000, hereby consents to and acknowledges the Omnibus Modification Agreement to which this Consent is attached and hereby declares to and agrees with Lender that all of the obligations of the Guarantor under the Unlimited Guaranty are and shall be unaffected by said transactions and that the Unlimited Guaranty is hereby ratified and confirmed in all respects.

Executed on the date of acknowledgment, to be effective as of September 25, 2002.

THE STATE OF TEXAS       ss.
                         ss.
COUNTY OF DALLAS         ss.

This instrument was acknowledged before me on September ____, 2002, by James A. Stroud, Chairman of Capital Senior Living Corporation, a Delaware corporation, on behalf of said corporation.

My Commission Expires:

EXHIBIT B

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated April 8, 1999, recorded in Book 3655, Page 223 in the office of the Recorder of Yavapai County, Arizona, as modified by Modification Agreement dated August 15, 2000 and Extension and Modification Agreement dated February 1l, 2002.

Assignment of Leases and Rents dated April 18, 1999, recorded in Book 3655, Page 224 in the office of the Recorder of Yavapai County, Arizona, as modified by Modification Agreement dated August 15, 2000 and Extension and Modification Agreement dated February 11, 2002.

Exhibit 10.102

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (herein called "Agreement") dated as of September __, 2002, by and between CAPITAL SENIOR LIVING, INC., a Texas corporation ("CSL") and TRIAD SENIOR LIVING I, L.P., a Texas limited partnership ("Triad I"), TRIAD SENIOR LIVING II, L.P., a Texas limited partnership ("Triad II"), TRIAD SENIOR LIVING III, L.P., a Texas limited partnership ("Triad III"), TRIAD SENIOR LIVING IV, L.P., a Texas limited partnership ("Triad IV") and TRIAD SENIOR LIVING V, L.P., a Texas limited partnership ("Triad V").

RECITALS

A. CSL and each of Triad I, Triad II, Triad III, Triad IV and Triad V (collectively, the "Triads" and individually, a "Triad") have entered into management agreements (the "Management Agreements") pursuant to which CSL manages the communities owned by each Triad.

B. Pursuant to the Management Agreements, CSL or an affiliate of CSL has loaned and may loan in the future funds to each Triad (as such loans exist from time to time, the "Existing Loans").

C. CSL and each Triad desire to amend the Management Agreements and to agree to certain provisions concerning the Existing Loans, on the terms and conditions provided herein.

NOW, THEREFORE, for valuable consideration paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the mutual covenants and agreements herein contained, intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Each of Triad II, Triad III, Triad IV and Triad V agree to loan any Excess Cash Flow (as hereinafter defined) of such Triad to any one or more of Triad I, Triad II, Triad III, Triad IV and Triad V for payment of any interest owing on the Existing Loans of any of the other Triads and thereafter for payment of any principal owing on the Existing Loans of any of the other Triads. Funds loaned from one Triad to another Triad pursuant to this Agreement shall be evidenced by one or more promissory notes in form and substance reasonably acceptable to the loaning Triad, shall be unsecured, shall bear interest at 8% per annum, which interest shall accrue but not be paid until maturity, shall mature after the maturity of the applicable Existing Loan to such borrowing Triad and shall be subordinate in all respects to the applicable Existing Loan to such borrowing Triad, such subordination to provide that no payments of principal, interest or any other amounts shall be made on the loan from the loaning Triad until the applicable Existing Loan has been repaid in full. Notwithstanding the foregoing, the obligations of each Triad under this Agreement shall be subject in all respects to the terms and provisions of the Existing Loan of such Triad and any indebtedness of such Triad that is senior to the Existing Loan of such Triad.

"Excess Cash Flow" of any Triad shall mean any excess cash flow from operations, any excess refinancing proceeds and any excess sales proceeds of such Triad after payment of all operating expenses and all amounts due under any senior indebtedness of such Triad as well as all amounts due under the Existing Loan of such Triad, all as determined after taking into account the anticipated unsatisfied cash needs of such Triad. Anticipated unsatisfied cash needs may include, but shall not be limited to, anticipated operating expenses, debt service and similar obligations coming due in the future, and tax payment obligations stemming from the operations and activities of the loaning Triad, in all cases where such cash needs are not anticipated to be satisfied from currently known sources such as operating revenues.

2. Each of Triad I, Triad II, Triad III, Triad IV and Triad V agrees that concurrently herewith such Triad shall amend its existing Management Agreements with CSL to extend the term of such Management Agreements until September 1, 2022, with an option in favor of CSL to further extend the term for one additional five year period at the end of the term, in each case subject to any required lender approval and in the case of Triad I, subject to any required approval of LB Triad, Inc. Each Triad agrees to use commercially reasonable efforts to obtain such approvals.

3. This Agreement shall be binding upon and for the benefit of the parties hereto and their respective successors and assigns.

4. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the parties in their respective businesses or otherwise, or to affect in any way any partnership which may exist between any of the parties, nor shall it cause them to be considered joint venturers or members of any joint enterprise.

5. This Agreement may be canceled, changed, modified, amended or terminated in whole, or in part only by written instrument executed by all parties.

6. Invalidation of any of the provisions contained in this Agreement, or of the application thereof to any person by judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other person and the same shall remain in full force and effect, unless enforcement of this Agreement as so partially invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement.

7. All notices, payments, requests, demands and other communications hereunder shall be in writing (except payments, which shall be in good funds) and shall be deemed to have been duly given or paid (a) when personally delivered, or (b) three (3) calendar days after mailed by registered or certified mail, postage prepaid, return receipt requested, delivered or addressed to the parties or their assigns at the following addresses or at such different addresses as shall be given in the manner herein provided:

If to CSL:

Capital Senior Living, Inc.
c/o David R. Brickman
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240

If to any Triad:

c/o Blake N. Fail
4312 Mockingbird Lane
Dallas, Texas 75205

8. This Agreement and the exhibits hereto contain the entire agreement between the parties with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements are superseded in total by this Agreement and the exhibits hereto. The provisions of this Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party.

9. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS CREATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

10. If any party shall bring an action against any other party to this Agreement by reason of the breach or alleged violation of any covenant, term or obligation hereof, or for the enforcement of any provision hereof or otherwise arising out of this Agreement, the prevailing party in such suit shall be entitled to its costs of suit and reasonable attorneys' fees, which shall be payable whether or not such action is prosecuted to judgment. The term "prevailing party" within the meaning of this Section 9 shall include, without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due or an agreed amount in lieu thereof, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.

11. Time is of the essence of this Agreement and each and every provision hereof.

12. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS HAD THE BENEFIT OF COUNSEL OF ITS OWN CHOICE AND HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW THIS AGREEMENT WITH ITS CHOSEN COUNSEL. EACH OF THE PARTIES HERETO FURTHER ACKNOWLEDGES THAT IT HAS, THROUGH ITS RESPECTIVE COUNSEL, PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT, AND IT IS UNDERSTOOD AND AGREED THAT NO PROVISION HEREOF SHALL BE CONSTRUED AGAINST ANY OF THE PARTIES HERETO BY VIRTUE OF THE ACTIVITIES OF ANY SUCH PARTY OR BY ITS ATTORNEY IN THE PREPARATION AND EXECUTION THEREOF.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

CAPITAL SENIOR LIVING, INC.

By: /s/ David R. Brickman
   ------------------------------------------
Name: David R. Brickman
     ----------------------------------------
Title: Vice President
      ---------------------------------------

TRIAD SENIOR LIVING I, L.P.

By: Triad Senior Living, Inc.,
its general partner

By: /s/ Blake N. Fail
   --------------------------------------
Name: Blake N. Fail
     ------------------------------------
Title: President
      -----------------------------------

TRIAD SENIOR LIVING II, L.P.

By: Triad Partners II, Inc.,
its general partner

By:  /s/ Blake N. Fail
   ---------------------------------------
Name: Blake N. Fail
     -------------------------------------
Title: President
      ------------------------------------

TRIAD SENIOR LIVING III, L.P.

By: Triad Partners III, Inc.,
its general partner

By:  /s/ Blake N. Fail
   -----------------------------------------
Name: Blake N. Fail
     ---------------------------------------
Title: President
      --------------------------------------

TRIAD SENIOR LIVING IV, L.P.

By: Triad Partners IV, Inc.,
its general partner

By:  /s/ Blake N. Fail
   ---------------------------------------
Name: Blake N. Fail
     -------------------------------------
Title: President
      ------------------------------------

TRIAD SENIOR LIVING V, L.P.

By: Triad Partners V, L.L.C.,
its general partner

By:  /s/ Blake N. Fail
   -------------------------------------
Name: Blake N. Fail
     -----------------------------------
Title: Manager
      ----------------------------------

Exhibit 10.103

[Sedgwick Plaza]

LOAN MODIFICATION AGREEMENT

THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made effective as of this 15th day of October, 2002, by and among CAPITAL SENIOR LIVING A, INC., a Delaware corporation (the "Borrower"), GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (the "Lender"), and CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation (the "Guarantor").

R E C I T A L S:

A. On June 13, 2002, Lender made a refinancing loan to Borrower, in the original principal amount of $5,560,000.00 (the "Loan"), pursuant to the terms and provisions of that certain Loan Agreement dated as of August 15, 2000, by and between Borrower and Lender (together with all amendments and supplements thereto, the "Loan Agreement"), and secured in part by that certain Mortgage and Security Agreement executed by Borrower and Lender, dated as of August 15, 2000 (together with all amendments and supplements thereto, the "Mortgage"), creating a first lien on the real property described in Exhibit A attached hereto and made a part hereof.

B. The Loan is evidenced by an Amended and Restated Promissory Note dated as of June 13, 2002, in the original stated principal amount $5,560,000.00, executed by Borrower and payable to the order of Lender, its successors and assigns (the "Note"). The Loan is guaranteed by Guarantor, pursuant to that certain Exceptions to Non-Recourse Guaranty Agreement dated as of August 15, 2000 given for the benefit of Lender, its successors and assigns (the "Guaranty"). The Note, the Loan Agreement, the Mortgage, the Guaranty and any and all other documents, certificates, instruments and agreements executed in connection with the Loan or to otherwise evidence or secure the Loan prior to the date hereof are referred to herein as the "Original Loan Documents."

C. Borrower has requested that Lender agree, and Lender has agreed, to modify certain covenants in the Original Loan Documents, and to amend the Note, the Loan Agreement, the Mortgage and each of the other Original Loan Documents, as Lender deems necessary (the Original Loan Documents, as so amended and/or modified, together with any other documents executed by Borrower, Lender, Guarantor or any other person in connection with the Loan, are collectively referred to herein as the "Loan Documents").

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing recitals, to induce Lender to modify certain of the covenants in the Original Loan Documents and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Lender, and Guarantor agree as follows:

1. Recitals. The foregoing Recitals are hereby ratified and confirmed and made a part hereof.

2. Definitions. All capitalized terms used in this Agreement, and not otherwise defined herein, shall have the meanings given to such terms in the Loan Agreement.

3. Amendments to Definitions. The Loan Agreement and each of the other Original Documents are amended as follows:

A. The term "Cross-Collateralization Agreement" as it is defined in and appears from time to time in the Original Loan Documents, is hereby amended to mean that certain Cross-Collateralization, Cross-Default and Mortgage Modification Agreement between Borrower and Lender dated as of October 15, 2002.

B. The term "Guaranty Agreement", as it is defined in and appears from time to time in the Original Loan Documents, is hereby amended to mean that certain Payment and Performance Guaranty Agreement dated as of October 15, 2002, by and between Lender and Guarantor.

C. The term "Loan Agreement", as it is defined in and appears from time to time in the Original Loan Documents, is hereby amended to mean that certain Loan Agreement dated as of August 15, 2000, by and between Borrower and Lender, as amended by that certain Loan Document Modification Agreement dated June 13, 2002 by and between Borrower and Lender and further amended by that certain Loan Modification Agreement dated as of October 15, 2002, by and among Borrower, Lender and Guarantor.

D. The term "EBITDA Covenant" has the meaning given to such term in
Section 4(g) of the Guaranty Agreement.

E. The term "Minimum Liquidity Covenant" has the meaning given to such term in Section 4(f) of the Guaranty.

F. The term "Mortgage", as it is defined in and appears from time to time in the Original Loan Documents, is hereby amended to mean that certain Mortgage and Security Agreement dated as of August 15, 2000, executed by Borrower and Lender and covering the Mortgaged Property and securing the Loan, as amended by the Cross-Collateralization Agreement.

G. The term "Related Loans" means the Loan and the additional loans made by Lender to Borrower and its affiliate Capital Senior Living ILM-B, Inc., a Delaware corporation, listed and described on Exhibit "B" attached hereto and made a part hereof.

4. Loan Agreement. In addition to the revisions made pursuant to
Section 3 of this Agreement, the Loan Agreement is hereby amended as follows:

A. Interest Rate Protection. Section 2.3 of the Loan Agreement is amended and restated in its entirety as follows:

On or before the Closing Date, the Borrower shall enter in an interest rate cap agreement (a "Cap") with Lender or a Cap provider (a "Cap Provider") reasonably approved by Lender, to protect against fluctuations in interest rates, pursuant to which Lender or such Cap Provider, as the case may be, agrees to make certain payments to or for the benefit of Borrower if the Note Rate exceeds the Strike Rate. The Cap shall not terminate earlier than the date which is the third (3rd) anniversary of the Closing Date. The Cap shall be secured and documented on terms and conditions approved by Lender and shall be with a counter-party (who is obligated to make payments in accordance with the Cap Agreement) acceptable to Lender. The Cap shall be evidenced and governed by documents in form and content reasonably acceptable to Lender.

B. Debt Service Coverage Requirements. Section 4.14 of the Loan Agreement is hereby deleted in its entirety.

C. Occupancy. Section 4.15 of the Loan Agreement is hereby deleted in its entirety.

D. Dividends, Distributions and Redemptions. Section 5.13 of the Loan Agreement is hereby deleted in its entirety and the following is substituted therefor:

If the Debt Service Coverage Ratio, after deduction of the greater of Actual Management Fees or Assumed Management Fees, at the end of any calendar quarter, is less than 1.10 to 1.0, until such ratio is again 1.10 to 1.0, or an Event of Default has occurred, declare or pay any dividends to its shareholders, members or partners, as applicable, or purchase, redeem, retire, or otherwise acquire for value, any ownership interests in Borrower now or hereafter outstanding, return any capital to its shareholders, members or partners, as applicable, or make any distribution of assets to its shareholders, members, or partners, as applicable.

E. Events of Default. Section 7.1 of the Loan Agreement is hereby amended to add the following subsections immediately after Section 7.1(x):

(y) The failure of Guarantor to comply with the Minimum Liquidity Covenant or the EBITDA Covenant as set forth in the Guaranty; or

(z) The failure of Guarantor to comply with Section 4(h) of the Guaranty.

F. Non-Recourse to Borrower. Section 8.1 of the Loan Agreement is hereby deleted in its entirety.

G. Section 8.8 Notices, etc. of the Loan Agreement is hereby amended and restated in its entirety as follows:

"8.8 Notices, etc. Any notice or other communication required or permitted to be given by this Agreement or the other Loan Documents or by applicable law shall be in writing and shall be deemed received (a) on the date delivered or first refused, if sent by hand delivery (to the person or department if one is specified below) with receipt acknowledged by the recipient thereof, (b) five (5) Business Days following the date deposited in the U.S. mail, certified or registered, with return receipt requested, or (c) one (1) Business Day following the date deposited with Federal Express or other national overnight carrier, and in each case addressed as follows:

If to Borrower:

Capital Senior Living A, Inc.
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
Attention: David R. Brickman, Esq.

with a copy to:

Winston W. Walp II, Esquire
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, TX 75202

If to Lender:

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, PA 19044-0809
Attn: Servicing Account Manager

with a copy to:

Kelly M. Wrenn, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
601 13th Street, NW Suite, 1000 South
Washington, DC 20005-3807

Either party may change its address to another single address by notice given as herein provided, except any change of address notice must be actually received in order to be effective."

H. Exhibit "B". Exhibit "B" to the Loan Agreement is hereby amended and restated in its entirety as more fully described on Exhibit B attached hereto and incorporated herein.

5. Modification Fee. In connection with this Agreement, Borrower will pay to Lender a modification fee in an amount equal to three-quarters of one percent (3/4%) of the unpaid principal balance of the Loan calculated as of the date of this Amendment ("Modification Fee."). Lender acknowledges receipt of a portion of the Modification Fee in the amount of $6,950.00 and Borrower agrees to pay the remaining balance of the Modification Fee ($33,250.04) to Lender on or prior to December 31, 2002.

6. Miscellaneous

A. The foregoing amendments shall be effective as of the date hereof.

B. The amendments to the Loan Agreement set forth herein are not intended to, and shall not constitute, a novation.

C. Except as expressly modified herein, the terms and provisions of the Original Loan Documents (excluding the Note, Loan Agreement, the Mortgage, and the Guaranty) shall remain unchanged, unmodified and in full force and effect as of the date hereof.

D. The Loan Documents may not be further modified, amended, supplemented or substituted except by an instrument in writing signed by each of the parties thereto.

E. Borrower reaffirms, incorporates by reference herein and makes a part hereof, each and every representation and warranty made by Borrower in Article III of the Loan Agreement as if such representations and warranties were made initially on the date hereof.

F. Borrower hereby represents as of the date hereof that no Event of Default or event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default, has occurred and is continuing.

G. There has been no occurrence of any material adverse change in the financial condition of Borrower or in the financial condition of Guarantor since June 30, 2002, and no other condition exists which, in Lender's determination, constitutes a material impairment of such Borrower's ability to operate the Facility or of Borrower's ability to perform its obligations under the Loan Documents or of Guarantor's ability to perform its obligations under the Guaranty Agreement.

H. The parties hereto agree that the validity, interpretation, enforcement and effect of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

I. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.

J. This Agreement shall bind, and the rights granted by this Agreement shall inure to the benefit of, the respective successors and assigns of Borrower, Lender, and Guarantor.

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

WITNESS:                                      BORROWER:

                                              Capital Senior Living A, Inc.,
                                              a Delaware corporation

_____________________________________         By:_________________________(Seal)
_____________________________________            Paul T. Lee, Vice President,
Print Name                                       Finance

WITNESS:                                       LENDER:

                                               GMAC Commercial Mortgage
                                               Corporation, a California
                                               corporation

_____________________________________          By:________________________(Seal)
_____________________________________             Lisa M. Lautner
Print Name                                        Senior Vice President

WITNESS:                                        GUARANTOR:

                                                Capital Senior Living
                                                Corporation, a Delaware
                                                corporation

_____________________________________           By:______________________(Seal)
_____________________________________              James A. Stroud
Print Name                                         Chairman of the Company

EXHIBIT A

[LEGAL DESCRIPTION OF PROPERTY]

----------------------------------- ----------------------------------- ------------------------------------ ---------------------
    Facility Name and Location                   Address                     Number and Type of Units            Loan Amount
----------------------------------- ----------------------------------- ------------------------------------ ---------------------


1.  Town Centre                     7250 Arthur Boulevard               33 assisted living units             $13,307,270.00
    Merrillville, Lake              Merrillville, Indiana 46410         153 independent living units
    County, Indiana                                                     64 skilled nursing beds
----------------------------------- ----------------------------------- ------------------------------------ ---------------------

2.  Canton Regency                  4515 22nd Street                    34 assisted living units             $14,680,000.00
    Canton, Stark                   Canton, Ohio  44708                 146 independent living units
    County, Ohio                                                        50 skill nursing beds
----------------------------------- ----------------------------------- ------------------------------------ ---------------------

[Sedgwick Plaza]

FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this "Amendment") is made effective as of October 15, 2002, by and between CAPITAL SENIOR LIVING A, INC., a Delaware corporation ("Borrower"), having an address at 14160 Dallas Parkway, Suite 300, Dallas, Texas 75240 and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation ("Lender"), having an address at 200 Witmer Road, Horsham, Pennsylvania 19044.

RECITALS:

A. On July 13, 2002, Lender made a refinancing loan to Borrower, in the original stated principal amount of $5,560,000.00 (the "Loan"). The Loan is evidenced by an Amended and Restated Promissory Note dated as of June 13, 2002, in the original stated principal amount of $5,560,000.00, given by Borrower in favor of Lender (as further amended, extended, supplemented or modified, the "Note"). The Loan is further evidenced by a Loan Agreement dated as of August 15, 2000, by and between Borrower and Lender (as modified, the "Loan Agreement").

B. The Note is secured by that certain Mortgage and Security Agreement dated as of August 15, 2000 between Borrower and Lender, and recorded with the Register of Deeds Office of Sedgwick County, Kansas (the "Mortgage"). The Mortgage encumbers the property located in Sedgwick County, Kansas and described in Exhibit "A" attached hereto and made a part hereof by this reference (the "Property").

C. Repayment of the Loan is guaranteed by Capital Senior Living Corporation, a Delaware corporation ("Guarantor") pursuant to, and as set forth in, that certain Payment and Performance Guaranty Agreement dated as of even date herewith given by Guarantor for the benefit of Lender ("Guaranty").

D. Borrower has requested that Lender modify certain covenants in the Loan Agreement.

E. Lender has agreed to modify the Loan Agreement, subject to the terms and conditions of (i) this Amendment, (ii) that certain Loan Modification Agreement by and between Lender and Borrower of even date herewith ("Amendment to Loan Agreement"), (iii) the Guaranty and (iv) that certain Cross-Collateralization, Cross-Default and Mortgage Modification Agreement ("Mortgage Modification Agreement"). Borrower and Lender are entering into this Amendment to amend the Note to reflect certain terms and conditions of Lender's agreement to modify the Loan Agreement.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing, in reliance thereon and for other good and valuable consideration, Borrower and Lender hereby agree, and hereby agree to amend the Note, as follows:

1. The foregoing Recitals are hereby ratified and confirmed and made a part hereof.

2. All capitalized terms used herein shall have the meanings given to such terms in the Note, unless they are otherwise specifically amended or defined herein.

3. The outstanding principal balance of the Note as of the date hereof is $5,360,005.90 which together with interest accruing thereon from and after the date hereof and all interest accrued on the Note prior to the date hereof and remaining unpaid is hereinafter collectively referred to as the "Indebtedness."

4. Borrower represents, warrants and agrees that, as of the date hereof, it has no defenses, offsets or counterclaims to the Indebtedness.

5. Section 1.1 Initial Rate and Payment Dates is hereby deleted in its entirety and the following shall be inserted in lieu thereof:

Interest shall accrue on the outstanding balance of the principal amount outstanding hereunder from and after June 13, 2002 at the rate of 4.2438% per annum until the first Rate Adjustment Date (as defined below). On each successive Rate Adjustment Date, the rate of interest at which interest accrues shall be adjusted to the then applicable Note Rate (as defined in Section 1.4). Interest shall be paid in arrears and shall be computed on the basis of a 360-day year and actual number of days elapsed for any whole or partial month in which interest on the Loan is being calculated and shall be charged on the principal balance outstanding from time to time. In no event shall Holder compute the interest in a manner that would cause Holder to contract for, charge or receive interest that would exceed the Maximum Lawful Rate (as defined in Section 1.9) or the Maximum Lawful Amount (as defined in Section 1.9).

6. Section 1.4 Note Rate is hereby deleted in its entirety and the following shall be inserted in lieu thereof:

The "Note Rate" shall mean (i) the average of London Interbank Offered Rates ("LIBOR") for a term of one month determined solely by Holder as of each Rate Adjustment Date (but in the event one month LIBOR is less than three percent (3.0%) per annum then, for purposes of calculating the Note Rate one month LIBOR shall be deemed three percent (3.0%)) plus (ii) two hundred forty (240) basis points per annum. One month

LIBOR shall be determined in the following manner: on each Rate Adjustment Date, Holder will obtain the one month LIBOR (in U.S. Dollar deposits) from the appropriate Bloomberg display page available as of the close of business announced on the last business day of the month immediately preceding the Rate Adjustment Date; in the event Bloomberg ceases publication or ceases to publish the one month LIBOR, Holder shall select a comparable publication to determine the one month LIBOR and provide prompt notice thereof to Borrower; LIBOR may or may not be the lowest rate based upon the market for U.S. Dollar deposits in the London Interbank Eurodollar Market at which Holder prices loans on the date on which the Note Rate is determined by Holder as set forth above.

7. Section 2 Principal and Interest Payments is hereby deleted in its entirety and the following should be inserted in lieu thereof:

Commencing on October 1, 2000, and continuing on the first day of each calendar month thereafter through and including the Maturity Date (defined below), monthly payments of principal and interest shall adjust monthly and be made in such amount, taking into account the then effective Note Rate, as is sufficient to fully amortize the unpaid principal balance of the Note on the date that is twenty-five (25) years after September 1, 2000.

8. The last sentence of Section 4 Maturity Date is hereby deleted in its entirety and the following sentence shall be inserted in lieu thereof:

Notwithstanding anything contained herein, if repayment of the Loan in connection with the Maturity Date (and not a prepayment under Section 5 hereof) is funded from the proceeds of any refinancing of the Loan, Borrower shall pay to Lender a repayment premium equal to one and one-half of one percent (1.5%) of the original principal balance of the Note unless
(a) Lender elects not to refinance the Loan or (b) such repayment of the Loan is funded from the proceeds of refinancing of the Loan pursuant to which Lender receives a contractually agreed upon sum for the arrangement thereof.

9. The last sentence of Section 5.3 Prepayment in Full is hereby deleted in its entirety and the following sentence shall be inserted in lieu thereof:

Prepayment of the Loan in full shall be subject to payment by Borrower to Lender of a prepayment premium equal to one and one-half of one percent (1.5%) of the original principal balance of this Note. Such premium shall be waived by Lender if (a) Lender elects not to refinance the Loan, or (b) such

prepayment of the Loan is funded from the proceeds of refinancing of the Loan pursuant to which Lender receives a contractually agreed upon sum for the arrangement thereof.

10. Section 12.19 Nonrecourse is hereby deleted in its entirety and is of no further force and effect.

11. As a condition to Lender's consent to certain modifications of the Loan Agreement and other matters set forth in this Amendment:

(a) Borrower will execute and deliver this Amendment, the Amendment to Loan Agreement, the Guaranty and the Mortgage Modification Agreement and any other document required by Lender relating thereto;

(b) Borrower will pay all of the out-of-pocket fees, costs and expenses incurred by Lender in connection herewith (including, without limitation, the commercially reasonable fees, costs and expenses of the attorneys for Lender);

(c) In connection with this Amendment, the Amendment to Loan Agreement, the Guaranty and the Mortgage Modification Agreement, Borrower will pay to Lender, as provided in the Amendment to Loan Agreement, a modification fee in an amount equal to three quarters of one percent (3/4%) of the unpaid principal balance of the Indebtedness (calculated as of the date of this Amendment); and

(d) Borrower will furnish Lender such authorization and other instruments and documents relating to this Amendment as Lender may reasonably require.

12. The execution and delivery of this Amendment will neither extinguish the Indebtedness or the Note, nor impair the lien of the Mortgage securing the obligations of Borrower pursuant to the Note, as amended by this Amendment, and no part of the same will be disturbed, discharged, cancelled or impaired by the execution of this Amendment or the execution and delivery of any further instruments evidencing or securing the Indebtedness. This Amendment is not intended to, and shall not constitute, a novation of the Note.

13. Except as expressly provided herein, all other terms and provisions of the Note remain unchanged, unmodified and in full force and effect on the date hereof.

14. The Note may not be further modified or supplemented except by an instrument in writing signed by the parties hereto.

15. The parties hereto agree that the validity, interpretation, enforcement and effect of this Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas.

16. BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE OBLIGATIONS SECURED HEREBY.

17. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.

18. This Amendment shall bind Borrower, Lender, and their respective successors and assigns, and the rights granted by this Amendment shall inure to the benefit of Borrower and Lender and their respective successors and assigns.

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

WITNESS:                                      BORROWER:
                                              Capital Senior Living A, Inc.,
                                              a Delaware corporation

________________________________              By:_________________________(Seal)
                                                 Paul T. Lee, Vice President,
                                                 Finance

WITNESS:                                   LENDER:

                                           GMAC Commercial Mortgage Corporation,
                                           a California corporation

___________________________                By:____________________________(Seal)
                                               Lisa M. Lautner
                                               Senior Vice President

EXHIBIT "A"

PROPERTY DESCRIPTION

(Sedgwick Plaza)

PAYMENT AND PERFORMANCE GUARANTY AGREEMENT

THIS PAYMENT AND PERFORMANCE GUARANTY AGREEMENT (this "Guaranty") is made effective as of the 15th day of October 2002, by CAPITAL SENIOR LIVING CORPORATION, a Delaware corporation ("Guarantor"), between and for the benefit of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (including its successors, transferees and assigns, "Lender").

RECITALS:

A. Capital Senior Living A, Inc., a Delaware corporation ("Borrower"), has borrowed the sum of FIVE MILLION FIVE HUNDRED SIXTY THOUSAND and 00/100 Dollars ($5,560,000.00) (the "Loan") from Lender, evidenced by Borrower's Amended and Restated Promissory Note dated as of June 13, 2002 (as amended, the "Note") and that certain Loan Agreement by and between Lender and Borrower dated August 15, 2000 (as amended, the "Loan Agreement"), and secured by, among other things, a Mortgage and Security Agreement dated August 15, 2000 (as amended, the "Mortgage") granting a first lien on a senior living facility known as Sedgwick Plaza, which is located in the City of Wichita, County of Sedgwick, State of Kansas (the "Facility").

B. The Note, the Loan Agreement, the Mortgage and the other documents, certificates, instruments and agreements executed by Borrower in connection with the Loan or to otherwise evidence or secure the Loan, and all renewals, supplements, or amendments thereto or a part thereof, are collectively referred to as the "Loan Documents".

C. As a condition of modifying the Loan, Guarantor has agreed to guaranty, absolutely and unconditionally, payment of the Guaranty Obligations (as defined below), subject to the terms and conditions set forth in this Guaranty.

AGREEMENT:

NOW THEREFORE, in consideration of the above and as an inducement to Lender to modify the Loan evidenced by the Note and the Loan Agreement, and as security for the payment of the Loan and all interest from time to time accrued and unpaid thereon, and all expenses, fees, charges and other amounts from time to time due and owing to Lender under the Note, and the other Loan Documents, and for the performance of all covenants, agreements and other obligations from time to time owing to, or for the benefit of, Lender pursuant to the Loan Documents (collectively referred to herein as the "Guaranty Obligations"), Guarantor, intending to be legally bound, hereby covenants, agrees, represents and warrants as follows:

1. Guaranty. Guarantor hereby absolutely and unconditionally guarantees to the Lender the full, regular and punctual payment and performance of the Guaranty Obligations within fourteen (14) days of the Lender's written demand therefor. Without limiting the generality of the foregoing, "Guaranty

Obligations" is used herein in its most comprehensive sense to include all debts, obligations and indebtedness described in the Loan Documents, whether now or hereafter made, incurred or created, voluntary or involuntary, due (after expiration of any applicable notice and cure period), absolute or contingent, liquidated or unliquidated, determined or undetermined, and regardless of whether there is any recourse with respect to any portion of such Guaranty Obligations as against Borrower or any partner of Borrower. In addition, Guarantor guarantees the full payment of, and agrees to reimburse Lender for, all costs of collection incurred by Lender in enforcing the Guaranty Obligations and pursuing any remedies set forth in the Loan Documents and/or the Guaranty, including, without limitation, court costs and reasonable attorneys' fees (including, but not limited to, fees in any bankruptcy or appellate proceeding).

2. Payments. All payments to be made by Guarantor to Lender hereunder shall be made in lawful money of the United States of America, in immediately available funds, at 200 Witmer Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015, or such other location designated by Lender in writing, and shall be accompanied by a notice from Guarantor stating that such payments are made under this Guaranty. All payments available to Lender for application in payment or reduction of the Guaranty Obligations may be applied by Lender in such manner and in such amount, and at such time or times and in such order and priority as Lender may see fit and to the payment or reduction of such portion of the Guaranty Obligations as Lender may elect.

3. Subsequent Acts by Lender. Lender may, in its sole discretion and without notice to Guarantor, take any action which might otherwise be deemed a legal or equitable release or discharge of Guarantor's obligations hereunder without either impairing or affecting the liability of Guarantor for payment of the Guaranty Obligations, which actions might include, by way of illustration and not limitation:

(a) at any time or from time to time, the time for Borrower's performance of or compliance with any provision of the Loan Documents may be extended or such performance or compliance may be waived by Lender;

(b) the acceptance of partial payment of the Guaranty Obligations;

(c) any of the acts permitted in the Loan Documents may be performed;

(d) the Loan Documents may from time to time be amended and/or renewed by Borrower and Lender for the purpose of adding any provisions thereto or changing in any manner the rights of Lender or of Borrower thereunder;

(e) the maturity date of the Note may be changed or renewed in whole or in part;

(f) the maturity of the Note may be accelerated in accordance with the terms of the Loan Documents or any future agreement between Borrower and Lender or the holder of such Note;

(g) any collateral security for all or any part of the Guaranty Obligations may be exchanged, released, compromised, consolidated, surrendered or otherwise dealt with, and Lender's interest therein may be released and may or may not be perfected;

(h) the settlement, release, compounding, compromise, cancellation, rearrangement or consolidation of any of the Guaranty Obligations;

(i) the collection of or other liquidation of any claims Lender may have in respect to the Guaranty Obligations;

(j) the granting of indulgences, forbearance, compromises, extensions or adjustments in respect to any covenant or agreement under the Loan Documents; and/or

(k) the release from liability of any Guarantor and/or any additional parties who may guarantee payment of the Guaranty Obligations or any portion thereof.

4. Certain Rights, Subordination, Etc.

(a) Lender may pursue its rights and remedies under this Guaranty and shall be entitled to payment hereunder notwithstanding any other guaranty of all or any part of the Guaranty Obligations, and notwithstanding any action taken by Lender to enforce any of its rights or remedies under such other guaranty, or any payment received thereunder (but in no event shall Lender collect more than the aggregate amount of the Guaranty Obligations).

(b) Any obligation or debt of Borrower now or hereafter held by Guarantor is hereby subordinated to the Guaranty Obligations and Guarantor shall not enforce or collect any such indebtedness from Borrower. Nevertheless, upon request by Lender, Guarantor shall collect, enforce and receive such indebtedness of Borrower to Guarantor. Any sums collected at Lender's request or collected in contravention of the prohibition set forth herein shall be held by Guarantor as trustee for Lender and shall be paid over to Lender on account of the Guaranty Obligations; provided, however, that such payments shall not impair, reduce or affect in any manner the liability of Guarantor under the other provisions of this Guaranty.

(c) Guarantor agrees that if any event of default exists under the Loan Documents ("Event of Default") and is continuing, (i) such Guarantor shall not accept payment from any other guarantor of any Guaranty Obligations by way of contribution or similar rights on account of any payment made hereunder by Guarantor to Lender, all of which rights are hereby subordinated to Guarantor's obligations hereunder to Lender, (ii) Guarantor will not take any action to exercise or enforce any rights to such contribution, and (iii) if Guarantor should receive payment, satisfaction or security for any indebtedness of Borrower to Lender, the same shall be delivered to Lender in the form received, endorsed or signed as may be appropriate for application on account of or as security for the indebtedness of Borrower to Lender and, until so delivered, shall be held in trust for Lender as security for the indebtedness of Borrower to Lender under the Loan Documents.

(d) If an Event of Default by Borrower has occurred with respect to the Guaranty Obligations, (it being understood that the defined term Event of Default includes any applicable notice and cure provisions), Guarantor agrees to

pay or perform on demand (either oral or written) the Guaranty Obligations. Lender shall not be under a duty to protect, secure or insure or be required to liquidate any security or lien provided by the Mortgage or other such collateral held by Lender prior to making such demand.

(e) Notwithstanding any payment or payments made by Guarantor under this Guaranty, Guarantor expressly, irrevocably and unconditionally waives and releases any and all "claims" (as that term is defined in the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. Sections 101 et seq., and the regulations adopted and promulgated pursuant thereto (collectively, the "Bankruptcy Code")) it may now or hereafter have against Borrower, and shall not be entitled to, and hereby expressly waives, any and all rights of subrogation, reimbursement, indemnity, exoneration and contribution against Borrower, which Guarantor may now or hereafter have against Borrower without regard to whether any such right or claim arises expressly; provided, that such waiver and release shall not be effective as to any such claim or entitlement or such subrogation and other rights that accrue after the indefeasible payment, performance or other satisfaction in full of the Guaranty Obligations.

(f) Guarantor covenants and agrees that until the Loan is paid in full and/or the Guaranty Obligations have been satisfied, Guarantor's assets on the last day of each fiscal quarter of Guarantor will include Cash or Cash Equivalents in an amount not less than Four Million Dollars ($4,000,000) (the "Minimum Liquidity Covenant"). Compliance with such Minimum Liquidity Covenant will be reviewed by Lender, on a quarterly basis, based on Lender's review of the financial information of Guarantor provided to Lender in accordance with
Section 6 below. For purposes of this subsection (f) "Cash or Cash Equivalents," means

(i) unencumbered lawful currency of the United States of America;

(ii) unencumbered direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in three (3) months or less from the date of acquisition; and

(iii) unencumbered (a) money market funds, (b) demand deposits, or (c) time deposits or certificates of deposit maturing within three (3) months, and such funds and deposits may be situated in United Texas Bank and/or Bank One N.A.

(g) Guarantor covenants and agrees that until the Loan is paid in full and/or the Guaranty Obligations have been satisfied, Guarantor's cash flow, on the last day of each fiscal quarter of Guarantor based on the preceding twelve
(12) months, as measured by earnings before interest, taxes, depreciation and amortization ("EBITDA"), shall be in an amount not less than Twelve Million and 00/100 Dollars ($12,000,000.00) (the "EBITDA Covenant"). Compliance with such EBITDA Covenant will be reviewed by Lender on a quarterly basis, based on Lender's review of the financial information provided to Lender which shall be certified by a financial officer of Borrower.

(h) Guarantor covenants and agrees that until the Loan is paid in full and/or the Guaranty Obligations have been satisfied, Transfers of any of Guarantor's legal or beneficial interest in BRE/CLS Portfolio L.L.C., a Delaware limited liability company, shall not be permitted without Lender's prior written

consent which may be withheld by Lender in its sole discretion. For purposes hereof, "Transfer" shall mean the conveyance, assignment, sale, transfer, mortgaging, collateral assignment, encumbrance, pledging, alienation, hypothecation, granting of a security interest in, granting of options with respect to, or other dispositions of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record of all or any portion of Guarantor's legal and/or beneficial interest in BRE/CSL Portfolio L.L.C., a Delaware limited liability company.

5. Representations and Warranties. Guarantor represents and warrants to Lender that:

(a) Existence, Power and Qualification. Guarantor is a duly organized and validly existing Delaware corporation, has the power to own its properties and to carry on its business as is now being conducted, and is duly qualified to do business and is in good standing in every jurisdiction in which the character of the properties owned by it or in which the transaction of its business makes its qualification necessary.

(b) Power and Authority. Guarantor has full corporate power and authority to incur the Guaranty Obligations provided for herein, all of which have been authorized by all proper and necessary action.

(c) Financial Position. The financial statements of the Guarantor heretofore furnished to Lender are complete and correct in all material respects and fairly present the financial position of the Guarantor as of the date thereof. Since the date of said financial statements there has been no material adverse change in the financial position or operations, or the business taken as a whole, of Guarantor from that set forth therein which have not been disclosed to Lender.

(d) Litigation. There are no legal or arbitral proceedings or any proceedings by or before any governmental or regulatory authority or agency now pending or, to the best of Guarantor's knowledge, threatened against Guarantor (which have not been disclosed to Lender) in which an adverse decision could materially and adversely affect the financial position of Guarantor.

(e) No Breach. The execution and delivery of this Guaranty, the consummation of the transactions herein contemplated and compliance with the terms and provisions hereof will not (i) conflict with or result in a breach of, or require any consent (not heretofore obtained at the time this representation is made) under, any applicable law, administrative proceeding or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Guarantor is a party or by which Guarantor is bound or to which Guarantor is subject, (ii) constitute a default under any such agreement or instrument or under Guarantor's articles of incorporation, or any other agreement or instrument binding upon Guarantor, or
(iii) result in the creation or imposition of any lien upon any of the revenues or assets of Guarantor pursuant to the terms of any such agreement or instrument.

(f) Approvals. To the best of Guarantor's knowledge, no authorizations, approvals, or consents of (other than those heretofore obtained and in full force and effect), and no filings or registrations with (other than those

heretofore obtained and in full force and effect), any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by Guarantor of this Guaranty or for the validity or enforceability thereof.

(g) Taxes, etc. Guarantor has filed all United States federal and state tax returns and all other tax returns that are required to be filed by Guarantor and has paid all taxes due pursuant to such returns or pursuant to any assessment received by Guarantor, except such taxes, the payment of which is not yet due, or which if due, is not yet delinquent or is being contested in good faith or which has not been finally determined.

(h) Benefit. The making of the Loan by Lender to Borrower will directly benefit Guarantor.

6. Financial Covenants and Other Information. Guarantor shall provide to Lender, at its address set forth in Section 8.8 of the Loan Agreement, and at GMAC Commercial Mortgage Corporation, 2000 Woodcrest Place, Suite 305, Birmingham, Alabama 35209, the financial statements and reporting information on a continuing basis during the term of the Loan as referenced in the Loan Agreement.

7. Guaranty is a Continuing Obligation. The obligations of the Guarantor under this Guaranty shall be continuing, absolute, irrevocable and unconditional under all circumstances, and shall remain in full force and effect or be reinstated, until all of the Guaranty Obligations shall have been paid and performed in full, irrespective of the bankruptcy, insolvency, merger, reorganization, termination, discontinuation or dissolution of the Borrower or any assignment for the benefit of creditors by the Borrower. The Guarantor acknowledges and agrees that Guarantor's obligations hereunder shall apply to and continue with respect to any of the obligations of the Borrower under the Loan Documents which are subsequently recovered from the Lender for the reasons set forth below. In the event that any payment by or on the behalf of the Borrower to Lender is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar law, or if for any other reason the Lender is required to refund such payment or pay the amount thereof to any other party, including, without limitation, as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, the Borrower or of any substantial part of its property or otherwise, such payment by the Borrower or any other party to the Lender shall not constitute a release of the Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by the Lender of this Guaranty or of the Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by the Lender or paid by the Lender to another party (which amounts shall constitute part of the Guaranty Obligations), and any interest paid by the Lender and any attorneys' fees, costs and expenses paid or incurred by the Lender in connection with any such event. It is the intent of the Guarantor and the Lender that the obligations and liabilities of the Guarantor hereunder are absolute and unconditional under any and all circumstances and that until the Guaranty Obligations are fully and finally paid and performed, and not subject to refund or disgorgement, the obligations and liabilities of the Guarantor hereunder shall not be discharged or released, in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of a guarantor. The Lender shall be entitled to continue to hold this Guaranty in its

possession for a period of one year from the later of (a) the date the Guaranty Obligations are paid and performed in full, or (b) if not paid in accordance with the Guaranty Obligations, the expiration or termination of the Loan, and for so long thereafter as may be necessary to enforce any obligation of the Guarantor hereunder and/or to exercise any right or remedy of the Lender hereunder.

8. Limitation of Liability. [Intentionally Deleted].

9. Waiver and Release of Subrogation and Participation. Guarantor shall have no right of subrogation in or under the Guaranty Obligations, and no rights of reimbursement, indemnity or contribution from the Borrower or any other rights by law, equity, statute or contract that would give rise to a creditor-debtor relationship between Guarantor and the Borrower. Guarantor shall have no right to participate in any way in any of the collateral which is conveyed under the Loan Documents as security for the Guaranty Obligations. Guarantor hereby explicitly waives and releases any of the above-described rights of subrogation, reimbursement, indemnity, contribution, participation, and any right to require the marshalling of Borrower's assets under any circumstances.

10. Continuing Validity. Guarantor further agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected or impaired (a) by reason of the assertion by Lender of any rights or remedies which it may have under or with respect to either the Note, the Mortgage, or the other Loan Documents, against any person obligated thereunder or against the owner of the premises covered by the Mortgage, (b) by reason of any failure to file or record any of such instruments or to take or perfect any security intended to be provided thereby, (c) by reason of the commencement of a case under the Bankruptcy Code by or against any person obligated under the Note, the Mortgage or the other Loan Documents, or the death of any Guarantor, or (d) by reason of any payment made on the Guaranty Obligations or any other indebtedness arising under the Note, the Mortgage or the other Loan Documents, whether made by Borrower or Guarantor or any other person, which is required to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no payment so refunded shall be considered as a payment of any portion of the Guaranty Obligations, nor shall it have the effect of reducing the liability of Guarantor hereunder. It is further understood, that if Borrower shall have taken advantage of, or be subject to the protection of, any provision in the Bankruptcy Code, the effect of which is to prevent or delay Lender from taking any remedial action against Borrower, including the exercise of any option Lender has to declare the Guaranty Obligations due and payable on the happening of any default or event by which under the terms of the Note, the Mortgage or the other Loan Documents, the Guaranty Obligations shall become due and payable, Lender may, as against Guarantor, nevertheless, declare the Guaranty Obligations due and payable and enforce any or all of its rights and remedies against Guarantor provided for herein.

11. Notice. All notices given under this Guaranty shall be in writing and shall be deemed received upon hand delivery or upon five (5) Business Days (as defined in the Loan Agreement) after mailed, by certified U.S. mail, return receipt requested, first class postage prepaid, to the other party, at its address set forth below or at such other address as such party may designate by notice to the other party:

(a) If to Guarantor:

Capital Senior Living Corporation 14160 Dallas Parkway, Suite 300B Dallas, Texas 75240 Attention: David R. Brickman, Esquire

with a copy to:

Winston W. Walp, II, Esquire Jenkens and Gilchrist, P.C.

1445 Ross Avenue, Suite 3200
Dallas, Texas 75202

(b) If to Lender:

GMAC Commercial Mortgage Corporation 200 Witmer Road P.O. Box 1015 Horsham, Pennsylvania 19044-8015 Attention: Servicing Department

with a copy to:

Ballard Spahr Andrews & Ingersoll, LLP 601 13th Street, NW, Suite 1000 South Washington, DC 20005-3807 Attention: Kelly M. Wrenn, Esq.

12. No Waiver by Lender; Remedies. No failure on the part of Lender or the holder of the Note to exercise, and no delay in exercising, any right hereunder or thereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right. Guarantor hereby agrees that all rights and remedies that Lender is afforded by reason of this Guaranty are separate and cumulative and may be pursued separately, successively, or concurrently, as Lender deems advisable. In addition, all such rights and remedies are non-exclusive and shall in no way limit or prejudice Lender's ability to pursue any other legal or equitable rights or remedies that may be available. Failure of Lender to insist upon strict performance or observance of any of the terms, provisions and covenants hereof or to exercise any right herein contained shall not be construed as a waiver or relinquishment of the right to demand strict performance at another time. Receipt by Lender of any payment or performance on the Guaranty Obligations shall not be deemed a waiver of the breach of any provision hereof or of any of the Loan Documents. Without limiting the generality of the foregoing, Guarantor agrees that in any action by Lender by reason of the Guaranty Obligations, Lender, at its election, may proceed (a) against Guarantor together with Borrower, (b) against Guarantor and Borrower, individually, or (c) against Guarantor only without having commenced any action against, or having obtained any judgment against, Borrower.

13. Certain Waivers by Guarantor. AS A FURTHER INDUCEMENT TO LENDER TO MAKE THE LOAN AND IN CONSIDERATION THEREOF, GUARANTOR FURTHER COVENANTS AND AGREES THAT SERVICE OF ANY SUMMONS AND COMPLAINT OR OTHER PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO GUARANTOR AT GUARANTOR'S ADDRESS HEREINABOVE SET FORTH, GUARANTOR HEREBY WAIVING PERSONAL SERVICE THEREOF. GUARANTOR HEREBY WAIVES THE PLEADING OF ANY STATUTE OF LIMITATIONS AS A DEFENSE TO THE OBLIGATIONS HEREUNDER. GUARANTOR HEREBY WAIVES NOTICE OF THE ACCEPTANCE HEREOF, PRESENTMENT, PROTEST, NOTICE OF PROTEST, OR ANY AND ALL NOTICE OF NON-PAYMENT, NON-PERFORMANCE OR NON-OBSERVANCE, OR OTHER PROOF, OR NOTICE OR DEMAND.

THE GUARANTOR FURTHER WAIVES AND AGREES NOT TO ASSERT: (A) ANY RIGHT TO REQUIRE LENDER TO PROCEED AGAINST BORROWER OR TO PROCEED AGAINST ANY OTHER GUARANTOR, OR TO PROCEED AGAINST OR EXHAUST ANY SECURITY FOR THE GUARANTY OBLIGATIONS, OR TO PURSUE ANY OTHER REMEDY AVAILABLE TO LENDER, OR TO PURSUE ANY REMEDY IN ANY PARTICULAR ORDER OR MANNER, (B) THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEMENT HEREOF,
(C) NOTICE OF THE EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS OF BORROWER TO LENDER, (D) THE BENEFITS OF ANY STATUTORY PROVISION LIMITING THE LIABILITY OF A SURETY, (E) ANY DEFENSE ARISING BY REASON OF ANY DISABILITY OR OTHER DEFENSE OF BORROWER OR BY REASON OF THE CESSATION FROM ANY CAUSE WHATSOEVER (OTHER THAN PAYMENT IN FULL) OF THE LIABILITY OF BORROWER FOR THE GUARANTY OBLIGATIONS, (F) THE BENEFITS OF ANY STATUTORY PROVISION LIMITING THE RIGHT OF LENDER TO RECOVER A DEFICIENCY JUDGMENT, OR TO OTHERWISE PROCEED AGAINST ANY PERSON OR ENTITY OBLIGATED FOR PAYMENT OF THE GUARANTY OBLIGATIONS, AFTER ANY FORECLOSURE OR TRUSTEE'S SALE OF ANY SECURITY FOR THE GUARANTY OBLIGATIONS, AND (G) ANY OTHER DEFENSE OR CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF GUARANTOR'S LIABILITY HEREUNDER, ARISING FROM OR OUT OF THE LOAN, THE LOAN DOCUMENTS AND/OR THE FACILITY.

14. Waiver of Automatic Stay. GUARANTOR HEREBY AGREES THAT, IN CONSIDERATION OF LENDER'S AGREEMENT TO MODIFY THE LOAN AND IN RECOGNITION THAT THE FOLLOWING COVENANT IS A MATERIAL INDUCEMENT FOR LENDER TO MODIFY THE LOAN, IN THE EVENT THAT GUARANTOR SHALL (A) FILE WITH ANY BANKRUPTCY COURT OF COMPETENT JURISDICTION OR BE THE SUBJECT OF ANY PETITION UNDER ANY SECTION OR CHAPTER OF TITLE 11 OF THE UNITED STATES CODE, AS AMENDED ("BANKRUPTCY CODE"), OR SIMILAR LAW OR STATUTE, (B) BE THE SUBJECT OF ANY ORDER FOR RELIEF ISSUED UNDER THE BANKRUPTCY CODE OR SIMILAR LAW OR STATUTE, (C) FILE OR BE THE SUBJECT

OF ANY PETITION SEEKING ANY REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL OR STATE ACT OR LAW RELATING TO BANKRUPTCY, INSOLVENCY, OR OTHER RELIEF FOR DEBTORS, (D) HAVE SOUGHT OR CONSENTED TO OR ACQUIESCED IN THE APPOINTMENT OF ANY TRUSTEE, RECEIVER, CONSERVATOR, OR LIQUIDATOR, OR (E) BE THE SUBJECT OF AN ORDER, JUDGMENT OR DECREE ENTERED BY ANY COURT OF COMPETENT JURISDICTION APPROVING A PETITION FILED AGAINST GUARANTOR FOR ANY REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL OR STATE ACT OR LAW RELATING TO BANKRUPTCY, INSOLVENCY OR RELIEF FOR DEBTORS, THEN, SUBJECT TO COURT APPROVAL, LENDER SHALL THEREUPON BE ENTITLED, AND GUARANTOR HEREBY IRREVOCABLY CONSENTS TO, AND WILL NOT CONTEST, AND AGREES TO STIPULATE TO RELIEF FROM, ANY AUTOMATIC STAY OR OTHER INJUNCTION IMPOSED BY SECTION 362 OF THE BANKRUPTCY CODE, OR SIMILAR LAW OR STATUTE (INCLUDING, WITHOUT LIMITATION, RELIEF FROM ANY EXCLUSIVE PERIOD SET FORTH IN SECTION 1121 OF THE BANKRUPTCY CODE) OR OTHERWISE, ON OR AGAINST THE EXERCISE OF THE RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO LENDER AS PROVIDED IN THIS AGREEMENT AND/OR THE LOAN DOCUMENTS, AND AS OTHERWISE PROVIDED BY LAW, AND GUARANTOR HEREBY IRREVOCABLY WAIVES GUARANTOR'S RIGHTS TO OBJECT TO SUCH RELIEF.

15. Guaranty of Payment. This is a guaranty of payment and not of collection and upon any default of Borrower under the Note, the Mortgage, the Loan Agreement or the other Loan Documents, Lender may, at its option, subject to applicable Borrower notice and cure provisions proceed directly and at once, against Guarantor to collect and recover the full amount of the liability hereunder or any portion thereof, without proceeding against Borrower or any other person, or foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the Facility or other collateral for the Loan.

(a) Joint and Several Liability. [Intentionally Deleted].

(b) Assignment. Lender may assign this Guaranty or any rights or powers hereunder, in whole or in part, in connection with the sale of the Note and assignment of the Mortgage. Lender shall notify Guarantor of any such sale of the Note. The duties and obligations of Guarantor may not be delegated or transferred by Guarantor without the prior written consent of Lender which may be withheld in its absolute discretion. Each reference herein to Lender shall be deemed to include its successors and assigns, to whose favor the provisions of this Guaranty shall also inure. Each reference herein to Guarantor shall be deemed to include the heirs, executors, administrators, legal representatives, successors and assigns of Guarantor, all of whom shall be bound by the provisions of this Guaranty.

16. Waiver of Trial by Jury; Service of Process. GUARANTOR AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE GUARANTOR AND THE LENDER MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY

PERTAINING TO, THIS AGREEMENT AND/OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE GUARANTOR, AND THE GUARANTOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE GUARANTOR FURTHER REPRESENTS AND WARRANTS THAT GUARANTOR HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED BY GUARANTOR OF GUARANTOR'S OWN FREE WILL, AND THAT GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. GUARANTOR AGREES TO PAY ALL COURT COSTS AND REASONABLE ATTORNEY'S FEES INCURRED BY LENDER IN CONNECTION WITH ENFORCING ANY PROVISION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, LENDER AGREES TO USE REASONABLE EFFORTS TO PROVIDE GUARANTOR WITH NOTICE OF THE FILING OF ANY LAWSUIT BY LENDER AGAINST GUARANTOR.

17. Power and Authority. Guarantor (and its representative, executing below, if any) has full corporate power, authority and legal right to execute this Guaranty and to perform all its obligations under this Guaranty.

18. Complete Agreement; Modification; Waiver. All understandings, representations and agreements heretofore had with respect to this Guaranty are merged into this Guaranty which are incorporated herein which alone fully and completely expresses the agreement of Guarantor and Lender. In no event shall any modification or waiver of the provisions of this Guaranty be effective unless in writing executed by Lender. Any waiver granted by Lender shall be applicable only in the specific instance for which it is given.

19. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW.

20. Counterparts; Construction. This Guaranty may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument. Words of any gender used in this Guaranty shall be held and construed to include the other gender, and words in the singular shall be held and construed to include the plural, and words in the plural shall be held and construed to include the singular, unless this Guaranty or the context otherwise requires.

21. Review by Guarantor. GUARANTOR HAS RECEIVED COPIES OF, AND HAS HAD THE OPPORTUNITY TO REVIEW, ALL OF THE LOAN DOCUMENTS REFERRED TO IN THIS

NOTICE:           THIS GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE
                  A  WRITTEN   AGREEMENT  WHICH  REPRESENTS  THE  FINAL
                  AGREEMENT   BETWEEN   THE  PARTIES  AND  MAY  NOT  BE
                  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
                  ORAL AGREEMENTS OF THE PARTIES.

                  THERE ARE NO UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE
                  PARTIES RELATING TO THE LOAN.

23. Termination of Pre-Existing Guaranty. This Guaranty shall supercede, in all respects, that certain Exceptions to Non-Recourse Guaranty, with respect to the Loan, dated as of August 15, 2000, executed by Guarantor for the benefit of Lender, which shall be deemed, as of the date hereof, terminated and of no further force and effect.

IN WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned as of the day and year first written above.

WITNESS:                                      GUARANTOR:
                                              Capital Senior Living Corporation,
                                              a Delaware corporation

______________________________________        By:_________________________(Seal)
______________________________________           James A. Stroud
Print Name                                       Chairman of the Company


CITY OF WASHINGTON                  )
                                    )        ss:
DISTRICT OF COLUMBIA                )

On this _____ day of October, 2002, before me, the undersigned officer, personally appeared James A. Stroud, who, I am satisfied, is the individual named in the foregoing instrument as Chairman of the Company of Capital Senior Living Corporation, a Delaware corporation, the Guarantor, and, did on behalf of Capital Senior Living Corporation, a Delaware corporation acknowledge that he signed, sealed and delivered the foregoing instrument as his/her voluntary act and deed as Chairman of the Company of Capital Senior Living, on behalf of said corporation, as Guarantor, for the purposes therein contained.

[SEAL]

My Commission expires:

WITNESS:                                  LENDER:

                                          GMAC Commercial Mortgage Corporation,
                                          a California corporation

______________________________________    By:_____________________________(Seal)
                                             Lisa M. Lautner
                                             Senior Vice President



CITY OF WASHINGTON                  )
                                    )        ss:
DISTRICT OF COLUMBIA                )

I, a Notary Public in and for the said County, in the State aforesaid , DO HEREBY CERTIFY that Lisa M. Lautner personally known to me to be the Senior Vice President of GMAC Commercial Mortgage Corporation, a California corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person, and acknowledged that as such Senior Vice President, she signed and delivered the said instrument as the free and voluntary act and deed of said GMAC Commercial Mortgage Corporation, for the uses and purposes therein set forth.

Given under my hand and official seal, this day of October, 2002.

My commission expires: _______________

Exhibit 10.104

AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT

THIS AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT (this "Agreement") is made effective as of October 15, 2002, by and among BANK ONE, NA ("Bank"), GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (together with its successors and assigns, "Lender"), and CAPITAL SENIOR LIVING A, INC., a Delaware corporation ("Borrower").

RECITALS:

A. Borrower, by its Amended and Restated Promissory Note in the original principal amount of $5,560,000.00 dated June 13, 2002, given to Lender, as amended by that certain First Amendment to Amended and Restated Promissory Note dated as of October 15, 2002, by and between Borrower and Lender (collectively, the "Note"), is indebted to Lender in the principal sum of $5,389,815.22 as of the date hereof in lawful money of the United States of America, with interest thereon as set forth in the Note (such indebtedness and interest being referred to as the "Loan"). The Loan is further evidenced by that certain Loan Agreement dated August 15, 2000, by and between Borrower and Lender, as amended by that certain Loan Modification Agreement dated as of October 15, 2002, by and between Borrower, Lender and Capital Senior Living Corporation, a Delaware corporation (collectively, the "Loan Agreement").

B. The Loan is secured by, among other things, that certain Mortgage and Security Agreement dated August 15, 2000, by and between Borrower and Lender and recorded with the Register of Deeds of Sedgwick County, Kansas in Official Records Film 2087, Page 1243, as re-recorded in Film 2096, Page 0075 and again re-recorded in Film 2112, Page 1270, as amended by that certain Cross-Collateralization, Cross-Default and Mortgage Modification Agreement dated as of October 15, 2002, by and between Borrower and Lender (collectively, the "Security Instrument"), which grants to Lender, among other things, a first lien on certain real property more particularly described therein (the "Property"), located in Wichita, Sedgwick County, Kansas, upon which Borrower and its affiliate operate a senior housing facility (the "Facility").

C. As additional security for repayment of the Loan, by that certain Account Control Agreement dated as of June 13, 2002, by and among Lender, Borrower and Bank (the "Original Agreement"), Lender required that Borrower (1) provide certain Cash Collateral (described below) into a Deposit Account (described below) separately established by Lender with the Bank for such purpose, (2) grant to Lender a lien on and security interest in the Deposit Account into which Borrower deposits such Cash Collateral, and (3) provide that such Deposit Account will be maintained for the benefit of Lender and administered in accordance with the terms of this Agreement.

D. Borrower has requested that Lender modify certain terms of the Original Agreement, and Lender as agreed to such modifications, subject to the terms and conditions contained in this Agreement.

E. The Borrower, the Bank and the Lender are entering into this Agreement to amend and restate the Original Agreement and to provide for the control of the Deposit Account referred to above and to perfect the pledge, assignment, security interest and lien of the Lender in such Deposit Account and all cash (including the Cash Collateral), securities or other financial assets at any time on deposit to, carried or held in or for the benefit of, such Deposit Account.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree that the Original Agreement is hereby amended and restated as follows:

1. Defined Terms.

(a) As used herein, the following capitalized terms have the respective meanings set forth below:

(i) "Actual Management Fees" has the meaning given to that term in the Loan Agreement.

(ii) "Business Day" means any day other than a Saturday, Sunday or any day on which commercial banks in the Commonwealth of Pennsylvania or in the state where the Deposit Account is located are authorized or required to close.

(iii) "Cash Collateral" means the principal sum of $3,389,815.22 provided by or on behalf of Borrower on or prior to the date hereof, as such principal sum may be reduced pursuant to the provisions of Sections 5(a) and 5(b) hereof.

(iv) "Debt Service Coverage Ratio" means the "Debt Service Coverage Ratio," as that term is defined in the Loan Agreement, for the Loan and all Related Loans, calculated based on (A) the preceding three (3) month period, (B) Actual Management Fees, and (C) the required debt service on the Loan, the Related Loans, and all other debts and obligations of Borrower and its affiliate Capital Senior Living ILM-B, Inc., a Delaware corporation.

(v) "Deposit Account" has the meaning set forth in
Section 2(a) hereof.

(vi) "Event of Default" means any Event of Default under the Loan Documents, as such term is defined in the Loan Documents.

(vii) "Facility" has the meaning set forth in the Recitals hereto.

(viii) "Loan" has the meaning set forth in the Recitals hereto.

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(ix) "Loan Agreement" has the meaning set forth in the Recitals hereto.

(x) "Loan Documents" has the meaning set forth in the Security Instrument.

(xi) "Note" has the meaning set forth in the Recitals hereto.

(xii) "Payment Due Date" means the first day of July 1, 2002, and the first day of each and every calendar month thereafter until the Loan is paid in full.

(xiii) "Property" has the meaning set forth in the Recitals hereto.

(xiv) "Related Loans" has the meaning given to that term in the Loan Agreement.

(xv) "Security Instrument" has the meaning set forth in the Recitals hereto.

(b) All terms used but not otherwise defined in this Agreement shall have the same defined meanings as set forth in the Loan Agreement, unless the context otherwise requires.

2. Deposit Account.

(a) Borrower has caused Bank to establish and maintain a depository account, at its branch located in Dallas, Texas for the benefit of Lender and Borrower as set forth herein, that bears account number 636253023 and is designated "Capital Senior Living A, Inc. for the benefit of GMAC Commercial Mortgage Corporation, as lender" (such account, all funds at any time on deposit therein and any proceeds, replacements or substitutions of such account or funds therein, are referred to herein as the "Deposit Account"). The Deposit Account will be maintained for the purpose of disbursing sums on deposit therein in accordance with this Agreement. The parties hereto agree that the Deposit Account is a "deposit account" within the meaning of Article 9 of the Uniform Commercial Code of the State of Texas (the "State").

(b) Bank and Borrower hereby represent and warrant to Lender that (i) the Deposit Account has been established as recited above, and (ii) except for the claims and interest of Lender and Borrower in the Deposit Account (subject to any claim in favor of Bank permitted under Section 3 hereof), Bank and Borrower do not know of any claim to or interest in the Deposit Account.

(c) Borrower acknowledges and agrees that neither Borrower (except to the extent contemplated by Sections 4, 5 and 6) nor any other party claiming on behalf of, or through, Borrower, shall have any right, title or interest, whether express or implied, to withdraw or make use of any amounts from the Deposit Account.

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(d) Borrower and Lender agree all sums in the Deposit Account shall be held by Bank in an interest bearing account, if allowed by law, and any interest earned on such sums shall be added to the then existing balance of the Deposit Account and shall be disbursed in accordance with the provisions of this Agreement. Lender and Bank shall not be responsible for any losses resulting from investment of sums in the Deposit Account or from obtaining any specific level or percentage of earnings on such investment. Borrower shall pay all costs and expenses of Bank in the establishment and maintenance of the Deposit Account.

(e) Prior to the date of this Agreement, Borrower has deposited the amount of the Cash Collateral into the Deposit Account.

3. Bank Obligations with respect to Deposit Account.

(a) Bank agrees to establish and maintain the Deposit Account as contemplated by this Agreement and agrees not to commingle the amounts held in, or designated for deposit in, the Deposit Account with any other amounts held on behalf of Lender, Borrower or any other party. Bank and Borrower hereby acknowledge the security interests granted to Lender by Borrower in the Deposit Account and all cash, securities and other financial assets at any time on deposit to, carried or held in or for the benefit of, the Deposit Account. Bank acknowledges that all amounts held in the Deposit Account are for the benefit and account of Lender and agrees not to make disbursements from or debits to the Deposit Account other than in accordance with this Agreement. Bank waives any rights to offset any claim it may have against the funds held in the Deposit Account.

(b) The parties agree that items deposited in the Deposit Account shall be deemed to bear the valid and legally binding endorsement of the payee and to comply with all of Bank's requirements for the supplying of missing endorsements, now or hereafter in effect. As between Borrower and Lender, any deposit made by or on behalf of Borrower into the Deposit Account shall be deemed deposited into the Deposit Account when the funds in respect of such deposit shall become collected funds.

(c) Bank hereby subordinates all security interests, encumbrances, claims and, rights of setoff it may have, now or in the future, in, under on or against the Deposit Account or any funds in the Deposit Account to the security interest, encumbrances, claims and rights of set-off, if any, in favor of Lender.

4. Right to Withdraw from Deposit Account; Control of Account.

(a) Except as set forth in Sections 4(b), 5(a), 5(b), 6(b) and 6(c) below, Borrower shall have no right to withdraw funds from the Deposit Account and no checks shall be issued or processed with respect to the Deposit Account.

(b) Upon the occurrence and continuance of an Agreement Default (described below), Lender will have sole dominion and control of the Deposit Account including, without limitation, the right to withdraw funds from the Deposit Account and then apply such funds to the Loan. Bank hereby is authorized to honor all transfer or withdrawal requests from the Deposit Account directed by Borrower with Lender's written authorization until such time as Bank receives written notice from Lender that an Agreement Default has occurred and has had a

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reasonable opportunity to act upon such notice. Upon receipt of such notice from Lender, Bank will comply with all instructions originated by Lender regarding the Deposit Account and any moneys on deposit therein without any further consent of Borrower or Bank.

5. Partial Release of Cash Collateral.

(a) At such time, either on or after December 31, 2002, that the Debt Service Coverage Ratio is greater than or equal to 1.15 to 1.0, the required Cash Collateral will be reduced to the principal sum of $2,694,907.61.

(b) At such time, either on or after June 30, 2003, that the Debt Service Coverage Ratio is greater than or equal to 1.25 to 1.0, the required Cash Collateral will be reduced to the principal sum of $2,000,000.00.

6. Termination of Agreement.

(a) Borrower may not terminate this Agreement for any reason without Lender's prior written consent. Bank, acting alone, may terminate this Agreement and close the Deposit Account at any time and for any reason by written notice delivered to Borrower and Lender not less than thirty (30) days prior to the effective termination date. Lender, acting alone, may terminate this Agreement at any time by written notice delivered to Borrower and Bank. If Bank so terminates this Agreement or if Lender so terminates this Agreement but requires that a Deposit Account with a different depository be established, Lender shall select a new depository to replace Bank, and thereupon Lender and Borrower shall enter into a new deposit account arrangement with such depository in form and substance substantially similar to this Agreement. Bank hereby agrees that it shall promptly take all reasonable action necessary to facilitate the transfer of any funds held in the Deposit Account to the replacement depository selected by Lender. Except as specifically provided in this Section 6, Bank agrees that Bank shall not close the Deposit Account during the term of this Agreement.

(b) Unless terminated in accordance with Section 6(a), this Agreement shall terminate upon repayment in full of the Loan and the balance then remaining in the Deposit Account, if any, shall be disbursed to Borrower.

(c) Upon termination of this Agreement by Lender pursuant to Section 6(a) where Lender does not require the re-establishment of a Deposit Account with another depository or upon termination of this Agreement pursuant to
Section 6(b), the funds remaining in the Deposit Account shall be disbursed to Borrower after deducting all outstanding charges or fees due to Bank or Lender in connection with this Agreement.

7. Fees and Expenses. Bank agrees to look solely to Borrower for payment of its fees in connection with its maintenance of the Deposit Account and services hereunder, and Borrower agrees to pay such fees to Bank on demand therefor; provided, however, that the fees which Bank may charge to Borrower shall not exceed the fees and charges customarily charged by Bank to its customers with respect to the customary and standard maintenance of a Deposit Account. Borrower acknowledges and agrees that it solely shall be, and at all times remains, liable to Bank and Lender for all normal and customary fees, charges, costs and expenses in connection with the Deposit Account, this Agreement and the enforcement hereof, including without limitation the

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commercially reasonable fees and expenses of outside legal counsel to Bank and Lender as needed to enforce performance of this Agreement. In the event Borrower fails or refuses to timely pay Bank's fees, charges, costs and expenses as set forth herein, Bank may debit any of Borrower's other accounts at Bank for such amounts.

8. Funds in Deposit Account as Security for the Loan; Grant of Security Interest. As security for full payment of the Loan and timely performance of Borrower's obligations under the Note, the Security Instrument, the Loan Documents, and this Agreement, Borrower hereby pledges, transfers and assigns to Lender, and grants to Lender a continuing security interest in and to the Deposit Account, all moneys deposited therein from time to time, and all profits and proceeds thereof. Borrower agrees to execute, acknowledge, deliver, file or do, at its sole cost and expense, all other acts, assignments, notices, agreements or other instruments as Lender may reasonably require in order to perfect the foregoing security interest, pledge and assignment or otherwise to fully effectuate the rights granted to Lender by this Section and authorizes Lender to file financing statements in connection therewith. This Agreement also constitutes a "security agreement" within the meaning of Article 9 of the Uniform Commercial Code as adopted by the State of Texas.

9. Default.

(a) Borrower's failure to timely and fully perform its obligations under this Agreement after written notice thereof provided by Lender to Borrower and thereafter expiration of a thirty (30) day cure period shall constitute a default under this Agreement ("Agreement Default") and the occurrence and continuance of an Event of Default under and as defined in the Note, the Security Instrument or any of the Loan Documents shall constitute an automatic Agreement Default.

(b) Upon the occurrence and continuance of an Agreement Default, Lender will have sole dominion and control of the Deposit Account and the right to withdraw and apply funds from the Deposit Account to payment of any and all debts, liabilities and obligations of Borrower to Lender pursuant to or in connection with the Note, the Security Instrument, the Loan Documents and this Agreement, in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply funds in the Deposit Account shall be in addition to all other rights and remedies provided to Lender under this Agreement, the Note, the Security Instrument, and the Loan Documents and at law or in equity.

(c) In addition to all rights and remedies available to Lender by law or in equity or pursuant to the terms of the Note, the Security Instrument or the Loan Documents, Lender may convert the maintenance and administration of the Deposit Account into a "hard lockbox account" upon the occurrence and continuance of an Agreement Default in accordance with Section 10 of this Agreement.

10. Conversion into Hard Lockbox.

(a) If Lender converts the Deposit Account into a "hard lockbox account," pursuant to Section 9(c) above, Lender, on each Payment Due Date, will direct Bank to transfer funds from the Deposit Account, and Bank shall comply

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with such instructions to the extent of collected funds available therein, to the following parties and in the following amounts and order of priority:

(i) to Lender, the amounts required to be deposited pursuant to the Security Instrument in escrow for the payment of insurance premiums and Taxes (as defined in the Mortgage);

(ii) to Lender, the amount of principal and interest due under the Note; and

(iii) to Lender, the amounts required to be deposited pursuant to the Loan Agreement or to the Loan Documents or any other reserves provided for under the Loan Agreement or the other Loan Documents.

Notwithstanding the foregoing, Borrower acknowledges that the order of priority for payments from the Deposit Account is recited herein as a convenience only and does not control over any conflicting requirements set forth in the Note, the Security Instrument or any of the Loan Documents which Lender will follow in applying such funds.

(b) Transfers to Lender contemplated by Section 10(a) are to be made by wire transfer or other electronic transfer of immediately available funds to the following account of Lender ("Lender Account"):

First Union Bank--Philadelphia
ABA # 031-201-467
Collection and Clearing Account-2100012537715 Reference: GMACCM - #011024215 and Sedgwick Plaza Attention: Customer Service.

Lender reserves the right to change the Lender Account from time to time upon written notice from Lender to Borrower and Bank, and thereupon all payments to Lender shall be remitted to the new Lender Account.

(c) Nothing herein shall obligate Bank to make any transfer contemplated herein unless sufficient collected funds remain in the Deposit Account for such transfer, nor shall Bank be obligated to independently determine the amount of any transfer. Bank shall have no liability to any person or party as a result of acting on Lender's instructions with regard to any transfer of funds from the Deposit Account, or for failure to timely act in the event Lender fails to provide such instructions in a form reasonably acceptable to Bank.

11. Certain Matters Affecting the Bank.

(a) Bank may rely and shall be protected in acting or refraining from acting upon any written notice (including, but not limited to, electronically confirmed facsimiles of such notice) believed by it to be genuine and to have been signed or presented by the proper party or parties, and Bank shall have no

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obligation to review or confirm that actions taken pursuant to such notice in accordance with this Agreement comply with any other agreement or document.

(b) The duties and obligations of the Bank shall be determined solely by the express provisions of this Agreement, and, except as expressly set forth herein, Bank will not be charged with knowledge of any provisions of the Note, the Security Instrument or any of the other Loan Documents. Bank shall not be liable except for the performance of its duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank.

(c) Bank shall not be liable for any claims, suits, actions, costs, damages, liabilities, or expense, or for any interruption of services ("Liabilities") in connection with the subject matter of this Agreement, other than Liabilities caused by the gross negligence or willful or intentional misconduct of the Bank or any of its affiliates or any director, officer, employee or agent of any of them. In no event will the Bank be liable for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Bank knew of the possibility or likelihood of such damages. Bank's substantial compliance with its standard procedures for provision of the services required under this Agreement shall be deemed to constitute the exercise of ordinary care. Lender and Borrower hereby agree to indemnify and hold harmless the Bank and its affiliates, and the directors, officers, employees, and agents of any of them, and the successors and assigns of the Bank, from and against any and all Liabilities asserted against them in connection with this Agreement, other than those Liabilities caused by (i) the gross negligence or willful or intentional misconduct of the Bank or such indemnified party or (ii) material breach of this Agreement by the Bank.

(d) If Borrower becomes subject to a voluntary or involuntary proceeding under the United States Bankruptcy Code, or if the Bank is otherwise served with legal process which Bank in good faith believes affects funds deposited in the Deposit Account, Bank shall have the right to place a hold on funds deposited in the Deposit Account until such time as Bank receives an appropriate court order or other assurances satisfactory to Bank establishing that the funds may continue to be disbursed according to the instructions contained in this Agreement.

(e) If at any time Bank, in good faith, is in doubt as to the action it should take under this Agreement, Bank shall have the right (i) to place a hold on funds in the Deposit Account until such time as Bank receives an appropriate court order or other assurances satisfactory to Bank as to the disposition of funds in the Deposit Account, or (ii) to commence, at Borrower's expense, an interpleader action in any United States District Court in the State and to take no further action except in accordance with joint instructions from Lender and Borrower or in accordance with the final order of the court in such action.

(f) Bank agrees that it will provide to Lender, at the address set forth below, a monthly statement with respect to the Deposit Account setting forth, among other items, the current balance of funds in the Deposit Account.

12. Payments Set Aside. To the extent amounts are paid into or are distributed from the Deposit Account to the Lender in accordance with the terms of this Agreement or the Lender enforces its security interests, or the Lender exercises its rights of setoff, and such payment or payments or the proceeds of

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such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to or on behalf of the Borrower, a trustee, receiver or any other person or entity under any law, regulation or order, including any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of any such restoration, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

13. Miscellaneous.

(a) Notices. All notices and other communications under this Agreement are to be in writing and addressed to each party as set forth below. Default or demand notices shall be deemed to have been duly given upon the earlier of: (i) actual receipt; (ii) one (1) Business Day after having been timely deposited for overnight delivery, fee prepaid, with any reputable overnight courier service, with a reliable tracking system; or (iii) five (5) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by certified mail, postage prepaid, return receipt requested, and in the case of clause (ii) and (iii) irrespective of whether delivery is accepted. A new address for notice may be established by written notice to the other; provided, however, that no change of address will be effective until written notice thereof actually is received by the party to whom such address change is sent. Notice to outside counsel or parties other than the named Borrower and Lender, now or hereafter designated by a party as entitled to notice, are for convenience only and are not required for notice to a party to be effective in accordance with this Section. Notice to outside counsel designated by a party entitled to receive notice is for convenience only and is not required for notice to a party to be effective in accordance with this Section.

Address for Lender:                GMAC Commercial Mortgage Corporation
                                   8333 Douglas Avenue
                                   Suite 1460
                                   Dallas, Texas  75225
                                   Attn.: Lisa M. Lautner

Address for Bank:                  Bank One, NA
                                   1700 Pacific Avenue, 21st Floor
                                   TX1-2810
                                   Dallas, Texas  75201
                                   Attn.:   Jeff  A.  Etter,
                                            Commercial  Real
                                            Estate

Address for Borrower:              Capital Senior Living A, Inc.
                                   14160 Dallas Parkway, Suite 300
                                   Dallas, Texas  75240
                                   Attn.: David R. Brickman, Esquire,
                                   Vice President and General Counsel

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(b) Entire Agreement; Modification. This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all prior discussions, representations, communications and agreements (oral and written) by and among the parties hereto with respect thereto. This Agreement shall not be modified, supplemented, or terminated, or any provision hereof waived, except by a written instrument signed by the party against whom enforcement thereof is sought, and then only to the extent expressly set forth in such writing.

(c) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, whether by voluntary action of the parties or by operation of law.

(d) Unenforceable Provisions. Any provision of this Agreement which is determined by a governmental body or court of competent jurisdiction to be invalid, unenforceable or illegal shall be ineffective only to the extent of such holding and shall not affect the validity, enforceability or legality of any other provision, nor shall such determination apply in any circumstance or to any party not controlled by such determination.

(e) Construction of Certain Terms. Defined terms used in this Agreement may be used interchangeably in singular or plural form, and pronouns cover all genders. Section headings shall not be used in interpretation of this Agreement; "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or other subdivision; "section" refers to the entire section and not to any particular subsection, paragraph or other subdivision; and "Agreement" means this original agreement and all written modifications, supplements, extensions, or restatements hereof. Reference to days for performance shall mean calendar days unless Business Days are expressly indicated.

(f) Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original. This Agreement (and each duplicate original) also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement even though all signatures do not appear on the same document.

(g) Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Texas (without giving effect to its conflicts of law rules), except with respect to issues relating to the operations of the Deposit Account or any other account to which funds from the Deposit Account are transferred, which issues shall be interpreted and enforced according to the laws of the state where the Deposit Account or such other account are located.

(h) WAIVER OF JURY TRIAL. EACH OF THE LENDER, BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION

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CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE LENDER, BORROWER AND THE BANK ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

(i) Applicable Bank Agreements. The provisions of Bank's Commercial Account or Treasury Management Agreement and applicable service terms ("Bank Agreements") governing the operations of the Deposit Account are incorporated to the extent not inconsistent with the terms and provisions hereof. In the event of a conflict among the provisions of this Agreement and the provisions of the Bank Agreements, the provisions of this Agreement shall govern and control.

[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

WITNESS:                                   BORROWER:

                                           Capital Senior Living A, Inc.,
                                           a Delaware corporation

______________________________________     By:/s/ Paul T. Lee            (Seal)
                                              ---------------------------------
______________________________________        Paul T. Lee, Vice President,
Print Name                                    Finance

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WITNESS:                                   BANK:

                                           Bank One, NA

______________________________________     By: /s/ Jeffrey A. Etter
                                              ---------------------------------
______________________________________     Name:Jeffrey A. Etter
Print Name                                      -------------------------------
                                           Title: First Vice President
                                                 ------------------------------


WITNESS:                                   LENDER:

                                           GMAC Commercial Mortgage Corporation,
                                           a California corporation

______________________________________     By: /s/ Lisa M. Lautner       (Seal)
                                              ---------------------------------
______________________________________        Lisa M. Lautner
Print Name                                    Senior Vice President

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Exhibit 10.105

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF TRIAD SENIOR LIVING I, L.P.

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRIAD SENIOR LIVING I, L.P. ("Amendment") is dated as of November 8, 2002 by and among Triad Senior Living, Inc., a Texas corporation ("TSL" or "General Partner"), Capital Senior Living Properties, Inc., a Texas corporation ("CSL") and LB Triad Inc., a Delaware corporation ("LB"), being all of the partners (collectively, the "Partners") of Triad Senior Living I, L.P., a Texas limited partnership ("Partnership").

Recitals

1. The Partners executed the Second Amended and Restated Agreement of Limited Partnership dated as of December 30, 1999 ("Original Agreement").

2. In consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Members hereby agree to the following terms and conditions.

Terms and Conditions

1. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.

2. The following shall be inserted as new Section 8.4: "LB shall withdraw as a partner in the Partnership to the extent it has received, on or before November 1, 2004, distributions in an amount equal to the aggregate contributions made by LB to the Partnership, including additional capital contributions ("Minimum Distributions"). Upon such withdrawal, the Percentage Interest held by LB shall be assigned to CSL and TSL and CSL shall amend the Original Agreement to take into account such changes."

3. The introductory paragraph of Section 9.7 shall be deleted in its entirety. The following text shall be inserted in its place: "If LB has not received an amount equal to the Minimum Distributions on or before November 1, 2004, LB may invoke the procedures described in paragraphs A through D below for any reason in its sole and absolute discretion".

4. Section 7.3(c) of the Agreement is hereby amended so that the following text is deleted: "the second anniversary of the date of this Agreement." The following text is inserted in its place: "November 1, 2004."

5. Section 7.10 of the Agreement is hereby amended so that the following text is deleted: "the second anniversary of the date of this Agreement." The following text is inserted in its place: "November 1, 2004."

6. Section 9.6(iv) of the Agreement is hereby deleted in its entirety. The following text shall be inserted in its place: "(iv) LB has not received an amount equal to the Minimum Distributions on or before November 1, 2004."

7. Section 9.6(z) of the Agreement is hereby amended so that the following text is deleted: "December 30, 2000." The following text is inserted in its place: "November 1, 2004."

8. The terms of this Amendment are hereby incorporated into, and made a part of, the Original Agreement. Except to the extent expressly modified hereby, all terms and conditions of the Original Agreement shall remain in full power and effect.

Signature Page to Amendment No. 1 to Second Amended And Restated Agreement of Limited Partnership of Triad Senior Living I, LP

General Partner:

TRIAD SENIOR LIVING, INC.,
a Texas corporation

By: /s/ Blake N. Fail
   ----------------------------------
      Name:  Blake N. Fail
      Title: Authorized Signatory

Limited Partners:

CAPITAL SENIOR LIVING PROPERTIES, INC.,
a Texas corporation

By:  /s/ Lawrence A. Cohen
   ----------------------------------
      Name: Lawrence A. Cohen
      Title: Chief Executive Officer

LB TRIAD INC.,
a Delaware corporation

By: /s/ Christopher McKenna
   -----------------------------------
      Name: Christopher McKenna
      Title: Authorized Signatory