AMENDED AND RESTATED DRAW PROMISSORY NOTE
                                                  (Oklahoma City)


Amount:         $2,757,800.00                 Date:             January 15, 1999
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         FOR VALUE RECEIVED, the undersigned,  promises to pay to Capital Senior
Living  Properties,  Inc.,  a Texas  corporation,  the sum  draw  down up to Two
Million  Seven  Hundred Fifty Seven  Thousand  Eight Hundred and No/100  Dollars
($2,757,800.00),  the  principal  due five (5) years  from the date of the first
draw down and  interest due  quarterly  at the rate of ten and one-half  percent
(10.5%) per annum, both principal and interest payable at office at 14160 Dallas
Parkway, Suite 300, Dallas, Texas 75240.

         This note amends and restates the Draw  Promissory Note dated September
24, 1998, between Maker and Capital Senior Living Properties, Inc.

         The accrued interest on this note is payable  quarterly after the first
draw down.

         All past due principal  and interest  shall bear interest from maturity
at the rate of twelve percent (12%) per annum.

         This note may be prepaid without penalty.

         Failure to pay any installment of principal and interest,  or any other
part thereof,  when due shall, at the election of the holder and without notice,
mature the whole note and it shall at once become due and payable.

         It is  hereby  specifically  agreed  that if this note is placed in the
hands of an attorney  for  collection,  or if  collected  by suit or through the
Probate  Court or any other legal  proceedings,  the  undersigned  agrees to pay
reasonable attorneys' fees.

         All makers, endorsers, sureties and guarantors hereby waive presentment
for payment of this note,  notice of  nonpayment,  protests,  notice of protest,
diligence,  or  any  notice  of,  or  defense  on  account  of,  any  extension,
extensions, renewal, renewals, or change in any manner of or in this note, or in
any of its terms,  provisions or covenants, or of any delay, indulgence or other
act of any holder of the aforesaid note.

                                TRIAD SENIOR LIVING II, L.P.,
                                a Texas limited partnership

                                     By:    Triad Partners II, Inc.,
                                            Its General Partner

                                            BY: /s/ Blake N. Fail               
                                                --------------------------------
                                            TITLE: President                    
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