EXHIBIT 10.2

                          FIRST AMENDMENT TO AGREEMENT

      This First Amendment to Agreement (the "Amendment") is entered into as of
November 28, 2000, by and among ILM II Senior Living, Inc. (formerly known as
PaineWebber Independent Living Mortgage Inc. II) ("ILM II"), ILM II Holding,
Inc., ("ILM II Holding"), ILM II Lease Corporation ("ILM II Lease Corp.") and
Capital Senior Management 2, Inc. ("Manager").

                              W I T N E S S E T H :

      WHEREAS, ILM II and Capital Senior Living Corporation, the parent of
Manager, entered into that certain Amended and Restated Agreement and Plan of
Merger dated October 19, 1999 (as heretofore amended on April 18, 2000, the
"Merger Agreement");

      WHEREAS,  ILM II Lease  Corp.  and  Manager  entered  into that  certain
Management Agreement dated as of July 29, 1996 (the "Management Agreement");

      WHEREAS, in conjunction with entering into the Management Agreement, ILM
II, ILM II Holding, ILM II Lease Corp. and Manager entered into that certain
agreement dated as of July 29, 1996 (the "Original Agreement");

      WHEREAS,  the  parties  to the  Original  Agreement  desire to amend the
Original Agreement;

      NOW, THEREFORE, the parties hereto agree that the Original Agreement be
amended as follows and also agree as follows:

      1. If consummation of the transactions contemplated by the Merger
Agreement has not occurred by March 31, 2001, without any further action by the
parties hereto, Section 2, Right of Offer and all corresponding references
thereto, in the Original Agreement automatically shall be deleted and shall
become null and void and of no further force or effect. Without limiting the
generality of the immediately preceding sentence, nothing contained herein shall
be interpreted so as to preclude Manager or any affiliates of Manager from
making an offer or offers to purchase one or more of the properties covered by
the Management Agreement after March 31, 2001.

      2. Except as amended by this Amendment, the Original Agreement remains in
full force and effect.

      3. This Amendment may be executed in one or more counterparts (including
by facsimile transmission), all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by all of the parties hereto and delivered to the other parties, it being
hereby understood that all parties need not sign the same counterpart.



      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                              ILM II SENIOR LIVING, INC.


                              By:     /s/ J. William Sharman, Jr.
                                      ---------------------------
                              Name:   J. William Sharman, Jr.
                              Title:  Chairman of the Board of Directors,
                                      President and Chief Executive Officer


                              ILM II HOLDING, INC.


                              By:     /s/ J. William Sharman, Jr.
                                      ---------------------------
                              Name:   J. William Sharman, Jr.
                              Title:  President

                              ILM II LEASE CORPORATION


                              By:     /s/ Jeffry R. Dwyer
                                      ---------------------------
                              Name:   Jeffry Dwyer
                              Title:  President


                              CAPITAL SENIOR MANAGEMENT 2, INC.


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