ILM II SENIOR LIVING, INC.

                                       AND

                        CAPITAL SENIOR LIVING CORPORATION

                                      AMEND

                            PENDING MERGER AGREEMENT

FOR IMMEDIATE RELEASE:

      April 18, 2000, Tysons Corner, Virginia: ILM II Senior Living, Inc. ("ILM
II") announced today that it has entered into an amendment to the existing
merger agreement with Capital Senior Living Corporation (NYSE: SCU) whereby ILM
II and Capital have agreed that ILM II will be acquired by Capital for
$67,571,000 (or $13.04 per ILM II share) in cash, pursuant to a merger of ILM II
into a wholly owned subsidiary of Capital. The previous merger consideration
announced in October 1999 was $74,982,000 (or $14.47 per ILM II share) in cash.

      Capital reported to ILM II that it has obtained the signed commitment of
GMAC Commercial Mortgage Corporation and its affiliates to provide Capital with
substantially all of the cash funds necessary to pay the merger consideration.
The GMAC financing commitment contains customary funding and termination
conditions and market "outs", and expires by its terms on July 31, 2000.

      The ILM II reported that it recently had been advised by Capital that, due
to deteriorating conditions in the senior living industry and decline in the
combined loan value of ILM II properties, Capital was informed by its
prospective lenders that they would not be able to raise sufficient financing to
fund the original $74,982,000 purchase price.

      In connection with the amendment, Capital has agreed to pay ILM II certain
increased termination fees in certain circumstances. In addition, Capital has
agreed to reduce the amount of fees and expenses it would receive upon
termination of the merger in certain circumstances.

      Consummation of the merger is subject to a variety of conditions,
including: (i) approval by the holders of not less than 66-2/3% of the
outstanding ILM II common stock; (ii) the receipt of requisite approvals from
all public and governmental authorities; (iii) the transfer to ILM II of certain
assets owned by ILM II 's wholly owned subsidiary together with the cancelation
of related mortgage indebtedness, and the tax liquidation of such subsidiary;
(iv) the closing having occurred not later than September 30, 2000; and (v)
certain additional conditions to closing customary in transactions of this
nature. There is no assurance that consummation of the merger will occur.

      Simultaneously with entering into the amended ILM II merger agreement, ILM
I Senior Living, Inc. ("ILM I") entered into an amended merger agreement with
Capital providing for the





merger of ILM I into a wholly owned subsidiary of Capital for $87,429,000 in
cash (or $11.63 per ILM I share). The previous ILM I merger consideration was
$97,018,000 in cash (or $12.90 per ILM I share). Consummation of the ILM I
Merger is not a condition to consummation of ILM II Merger.

      ILM Senior Living Inc., together with ILM II Senior Living, Inc. and their
affiliates, own 13 senior living communities in nine states with a capacity for
approximately 2,100 residents.

      Capital is one of the largest providers of senior living services in the
United States in terms of resident capacity. Capital has served as the manager
of ILM II's senior living communities for three years.

      THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" BASED ON OUR
CURRENT EXPECTATIONS AND PROJECTIONS AND FUTURE EVENTS. THESE FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES WHICH COULD CAUSE
OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE
ANTICIPATED AND CERTAIN OF WHICH ARE BEYOND OUR CONTROL. THE WORDS "BELIEVE,"
"EXPECT," "ANTICIPATE" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING
STATEMENTS. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.