EXHIBIT 10.1

                              DRAW PROMISSORY NOTE

      Amount: $10,000,000.00                             Date: July 1, 1999
             ----------------

        FOR VALUE RECEIVED,  the undersigned,  promises to pay to Capital Senior
      Living Properties,  Inc., a Texas corporation, the sum draw down up to Ten
      Million and No/100  Dollars  ($10,000,000.00),  the principal due five (5)
      years from the date of the first draw down and interest  due  quarterly at
      the rate of twelve  percent (12%) per annum,  both  principal and interest
      payable at office at 14160 Dallas Parkway, Suite 300, Dallas, Texas 75240.

        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 sixteen percent (16%) 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,  protest,  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 V, L.P.,
                           a Texas limited partnership

                                    By:      Triad Partners V. L.L.C.
                                             Its General Partner



                                             BY:    /s/ Blake N. Fail
                                                    ----------------------------
                                             TITLE: President of General Partner