Exhibit 10.1


                               SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                          AGREEMENT AND PLAN OF MERGER

         SECOND  AMENDMENT TO AMENDED AND RESTATED  AGREEMENT AND PLAN OF MERGER
dated  November  __,  2000  (this  "Amendment"),  among  CAPITAL  SENIOR  LIVING
CORPORATION, a Delaware corporation ("CSLC"); CAPITAL SENIOR LIVING ACQUISITION,
LLC, a Delaware limited  liability  company,  all of the outstanding  membership
interests in which are  wholly-owned by CSLC ("Sub");  and ILM II SENIOR LIVING,
INC., a Virginia finite-life corporation (the "Company").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, CSLC, Sub and the Company entered into an Amended and Restated
Agreement  and Plan of Merger dated  October 19,  1999,  as amended by the First
Amendment thereto dated April 18, 2000 (the "Merger Agreement");

         WHEREAS,  at a special  meeting of the holders of the Company's  Common
Stock  convened on June 22,  2000,  the holders of not less than 66-2/3% of such
outstanding common stock duly approved the Merger Agreement and the transactions
contemplated thereby;

         WHEREAS,  the  parties  hereto  acknowledge  that  the  Merger  was not
consummated  on or prior to September 30, 2000 and the  non-satisfaction  of the
condition set forth in Section 6.3(d) of such Merger Agreement;

         WHEREAS,  pursuant  to  Section  7.3 and  Section  7.4(a) of the Merger
Agreement,  the  parties  to the  Merger  Agreement  desire to amend and  extend
certain terms thereof as hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the  mutual  premises  and  the
representations,  warranties,  agreements and covenants,  herein contained,  the
parties hereto, intending to be legally bound, hereby agree as follows:

    1.    Subject to any approval by the holders of the  Company's  Common Stock
          or  CSLC's  Common  Stock  required  by  applicable  law,  the  Merger
          Agreement is hereby amended as follows:

          (a)       the  termination  fee  payable  to CSLC  upon the  terms and
                    subject to the  conditions  prescribed by Section  5.6(b) of
                    the Merger  Agreement is hereby  amended by deleting in such
                    Section   5.6(b),   each  time  it   appears,   the   number
                    "$1,858,200"  and, in each  instance,  inserting in lieu and
                    stead thereof, the number "$1,000,000";

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         (b)        Section 7.1(d) of the Merger  Agreement is hereby amended by
                    deleting  the  provisions  thereof  in  their  entirety  and
                    inserting in lieu and stead thereof:

                              "(d) by either CSLC or the Company,  if the Merger
                              shall  not have  been  consummated  at or prior to
                              5:00 p.m., Eastern time, on March 31, 2001.";

         (c)        Section  4.1(b) is hereby amended by the addition at the end
                    thereof of the following sentence:

                    "Notwithstanding  anything to the contrary contained in this
                    Section 4.1(b) or elsewhere in this  Agreement,  the Company
                    shall be  permitted  at any  time to  distribute  (and  such
                    distribution  shall  not be  construed  as a  breach  by the
                    Company  of  any   provision  of  this   Agreement)  to  its
                    stockholders  all or any  portion of any  proceeds  received
                    from CSLC from the sale of the Santa  Barbara  Property  (as
                    that term is defined in Section  5.10(d)  hereof),  provided
                    that any such  distribution  shall be  considered  a partial
                    payment of the Merger  Consideration  hereunder and shall be
                    treated as a return of invested  capital  which  reduces the
                    original  issue price per share for purposes of  calculating
                    the ordinary cash dividend  limit of 8.5% of original  issue
                    price per share set forth in this Section 4.1(b)."


         (d)        All references to the Merger Agreement shall hereafter refer
                    to the Merger Agreement as amended by this Amendment.

2.        Except as amended in this Amendment,  the Merger Agreement  remains in
          full force and effect.  All  capitalized  terms used in this Amendment
          which are not otherwise  defined in this Amendment shall be as defined
          in the Merger  Agreement.  Unless  otherwise  expressly stated herein,
          nothing  contained in this  Amendment  shall be deemed to constitute a
          waiver by any party hereto of any of the  provisions  contained in the
          Merger  Agreement,  or a waiver  of any  remedies  of the  parties  in
          respect of the past or future breach or violation  thereof,  including
          without  limitation,  the  provisions of Section  5.6(e) of the Merger
          Agreement.  All remedies  hereunder and under the Merger Agreement are
          cumulative and not exclusive of any other remedies  provided by law or
          in equity.

3.        This  Amendment may be executed in  counterparts,  all of which,  when
          taken together, constitute but one and the same original agreement.



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         IN WITNESS  WHEREOF,  CSLC,  Sub,  and the  Company  have  caused  this
Amendment to be executed and delivered by their  respective  officers  thereunto
duly authorized all on this 28th day of November, 2000.

                                  CAPITAL SENIOR LIVING CORPORATION


                                            /s/ James A. Stroud
                                  By:       ------------------------------------
                                  Name:    James A. Stroud
                                  Title:   Chairman of the Company


                                  CAPITAL SENIOR LIVING ACQUISITION, LLC


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



                                  ILM II SENIOR LIVING, INC.

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