ASSIGNMENT

         THIS  ASSIGNMENT,  made as of January 1, 2002,  by and  between CNL APF
PARTNERS,  LP, a Delaware limited  partnership  ("Assignor") and CNL RESTAURANTS
XVIII, INC., a Florida corporation ("Assignee").

                                   WITNESSETH:

         WHEREAS,  the  CNL  Fund  Advisors,  Inc.  entered  into  that  certain
Management  Agreement  dated  November 3, 1995 with CNL Income  Fund XVII,  Ltd.
("Agreement"); and

         WHEREAS,  CNL Fund  Advisors,  Inc.  assigned  its  rights,  duties and
obligations under the Agreement to CNL APF Partners, LP by Assignment dated July
1, 2000; and

         WHEREAS,  the  Assignor  desires  to  assign  its  rights,  duties  and
obligations under the Agreement to Assignee, and Assignee desires to accept such
assignment and assume Assignor's duties and obligations under the Agreement,  as
assigned.

         NOW, THEREFORE, the parties agree as follows:

         1. Assignment.  Assignor hereby assigns and transfers to Assignee,  all
of  Assignor's  rights,  title and interest  in, to, and under the  Agreement as
assigned.  Any funds or  property of CNL Income  Fund XVII,  Ltd. in  Assignor's
possession shall be, or have been, delivered to Assignee upon the full execution
of this Assignment.

         2.  Acceptance and  Assumption.  Assignee  hereby accepts the foregoing
assignment  and further  hereby  assumes  and agrees to perform,  from and after
January 1, 2002, all duties,  obligations and  responsibilities  of the property
manager arising under the Agreement.

         3. Representations.

            (a)  Assignor hereby represents and warrants to Assignee:

                 (i)  that the Agreement is in full force and effect;

                 (ii) that Assignor has fully  performed all of its duties under
                      the Agreement through the date of this Assignment;

                 (iii)that  Assignor  has no notice or  knowledge  of any claim,
                      cost,   or   liability   (other   than   as   specifically
                      contemplated  under the Agreement,  all of which have been
                      satisfied or  discharged)  which arose under the Agreement
                      or which may arise after the date hereof; and

                 (iv) that  this  Assignment  has been  duly  authorized  by all
                      requisite  corporate action and has been properly executed
                      by a duly authorized officer of Assignor.

            (b)  CNL Income Fund XVII,  Ltd. hereby  represents  and warrants to
            Assignee that the Agreement is in full force and effect, and that no
            defaults or  violations  of such  Agreement  exist as of the date of
            this Assignment.

         IN WITNESS  WHEREOF,  this  Assignment is executed the date above first
written.

                                   ASSIGNOR:

                                   CNL APF PARTNERS, LP, a Delaware
                                   limited partnership

                                   BY:CNL APF GP Corp., a Delaware corporation,
                                      as its general partner

                                      By:/s/ Michael I. Wood
                                         -------------------------------------
                                         Michael I. Wood, Chief Operating
                                         Officer and Executive Vice President


                                   ASSIGNEE:

                                   CNL RESTAURANTS XVIII, INC., a Florida
                                   corporation


                                   By:/s/ Barry L. Goff
                                      ----------------------------------------
                                      Barry L. Goff, President











                               CONSENT AND JOINDER

         CNL Income Fund XVII, Ltd. hereby consents to the foregoing  Assignment
and joins in such  agreement for the purpose of making the  representations  set
forth in subparagraph 3(b) thereof.

                                    CNL Income Fund XVII, Ltd., a Florida
                                    limited partnership



                                     BY:/s/ Robert A. Bourne
                                        --------------------------------------
                                        Robert A. Bourne, General Partner