SECOND ADDENDUM TO EMPLOYMENT AGREEMENT

         THIS SECOND  ADDENDUM TO EMPLOYMENT  AGREEMENT  ("Second  Addendum") is
made and  entered  into on the  20th  day of  August,  2000 by and  between  CNL
American  Properties Fund, Inc., a Florida corporation (the "Company") and Barry
Goff ("Executive") (collectively referred to as "the Parties"). In consideration
of the mutual  covenants set forth below, the Company and the Executive agree as
follows:

         1. This Addendum  incorporates by reference the terms of the Employment
Agreement  entered into by the Parties  dated August 31, 1999 (the  "Agreement")
and the Addendum to Employment  Agreement  dated  November 1, 1999, the validity
and enforceability of which the Parties hereby acknowledge.

         2. The Parties  agree that,  pursuant to Section 5.5 of the  Agreement,
Executive may terminate his  employment for Good Reason if a "change in control"
occurs.  For this purpose,  a "change in control" means that an act specified in
Sections  5.5(i) through  5.5(vii) of the Agreement  occurs and,  within two (2)
years of that act,  one of the  following  events also  occurs:  (A) the sale by
James Seneff of all of his shares of Company stock coupled with his  resignation
or removal as Chairman of the Board of the Company;  (B) the closing of any sale
by the Company of all or substantially  all of its assets to an acquiring person
or entity in which the holders of common stock of the Company  immediately prior
to such  closing  are not the  holders  of a  majority  of the  ordinary  voting
securities of the acquiring person or entity (an "Asset Sale");  (C) the closing
of any sale by CNL Holdings,  Inc. of all of its interest in the Company; or (D)
the  closing  of any sale by the  holders of common  stock of the  Company of an
amount of common stock that equals or exceeds a majority of the shares of common
stock of the  Company  immediately  prior to such  closing to a person or entity
such that the holders of such common stock  immediately prior to the closing are
not the  holders of a  majority  of the  ordinary  voting  securities  (a "Stock
Sale").

         3. The  Parties  agree  that the  January  1, 2001  reorganization  and
separation  of  CNL  Franchise  Network  LP and  CNL  Partners  pursuant  to the
Strategic  Alliance  Agreement does not constitute either a change in control or
an assignment of the Agreement.

         4. The Parties agree that should  Executive  terminate  his  employment
following a change in control,  the Company  shall  tender to  Executive  within
thirty  (30) days of the date of  termination  a cash  payment  equal to one (1)
times  the  Executive's  Base  Salary  which  is in  effect  on the  date of the
Executive's  termination.  This cash  payment  shall be in addition to any other
payments to which  Executive  would otherwise be entitled under the terms of the
Agreement.

         5.  Effective July 1, 2000,  Executive's  title shall be Executive Vice
President  E-Commerce  Strategies,  his Base Salary shall be  $200,000,  and his
bonus target  opportunity  may be up to 50% of base salary with a maximum  bonus
payment of two times target ($200,000) for exceptional performance as determined
by the Board of Directors in their sole discretion.





IN WITNESS  WHEREOF,  the undersigned have executed this Addendum as of the date
first above written.


                                    By:
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Witness

                                    Date:
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                                    On behalf of the Company



                                    By:
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Witness                                    (Executive)

                                    Date:
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