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                                  EXHIBIT 10.5











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                                   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  Investment   Company  entered  into  that  certain
Management  Agreement  dated  March 8,  1990  with CNL  Income  Fund  VII,  Ltd.
("Agreement"); and

         WHEREAS,  CNL  Investment  Company  assigned  its  rights,  duties  and
obligations under the Agreement to CNL Income Fund Advisors,  Inc. by Assignment
dated January 1, 1995; and

         WHEREAS, CNL Income Fund Advisors, Inc. assigned its rights, duties and
obligations  under the Agreement to CNL Fund Advisors,  Inc. by Assignment dated
October 1, 1995; 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 VII,  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 VII, 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 VII, 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 VII, Ltd., a Florida
                                      limited partnership



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