UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number 0-20016

                             CNL INCOME FUND X, LTD.
             (Exact name of registrant as specified in its charter

         Florida                                            59-3004139
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 540-2000

           Securities registered pursuant to Section 12(b) of the Act:

    Title of each class:                  Name of exchange on which registered:
          None                                        Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

              Units of limited partnership interest ($10 per Unit)
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes X No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2): Yes___ No X --

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The registrant registered an offering of 4,000,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $10 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

<PAGE>

                                     PART I


Item 1.  Business

         CNL Income Fund X, Ltd. (the  "Registrant" or the  "Partnership")  is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on April 16, 1990. The general partners of the Partnership are Robert A.
Bourne,  James M. Seneff, Jr. and CNL Realty Corporation,  a Florida corporation
(the  "General  Partners").  Beginning  on September  9, 1991,  the  Partnership
offered  for  sale up to  $40,000,000  of  limited  partnership  interests  (the
"Units") (4,000,000 Units at $10 per Unit) pursuant to a registration  statement
on Form S-11 under the Securities Act of 1933, as amended,  effective  March 20,
1991.  The  offering  terminated  on March 18,  1992,  at which date the maximum
offering  proceeds of  $40,000,000  had been  received  from  investors who were
admitted to the Partnership as limited partners (the "Limited Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,   totaled
$35,200,000, and were used to acquire 47 Properties, including interests in nine
Properties  owned by joint  ventures in which the  Partnership is a co-venturer,
and to establish a working capital reserve for Partnership purposes.

         As of December 31, 1999, the Partnership  owned 36 Properties  directly
and owned 13  Properties  indirectly  through joint venture or tenancy in common
arrangements.  During 2000, the Partnership sold its Property in Lancaster,  New
York and during  2001,  the  Partnership  reinvested  a portion of the net sales
proceeds  from the sale of this  Property in a joint  venture  arrangement,  CNL
VIII,  X, XII Kokomo  Joint  Venture,  with CNL Income Fund VIII,  Ltd.  and CNL
Income Fund XII, Ltd.,  each a Florida  limited  partnership and an affiliate of
the General  Partners,  to purchase and hold one Property.  In addition,  during
2001, the  Partnership  and its joint venture  partner  liquidated  Peoria Joint
Venture  and the  Partnership  received  its pro rata  share of the  liquidation
proceeds.  During the year ended December 31, 2002, the  Partnership  reinvested
the majority of the liquidation proceeds from Peoria Joint Venture in a Property
in Austin, Texas, as tenants-in-common,  with CNL Income Fund XVIII, Ltd., which
is a Florida limited  partnership and an affiliate of the General  Partners.  In
addition,  during 2002, the Partnership sold its Properties in San Marcos, Texas
and Ft. Pierce,  Florida.  Also during 2002, CNL Restaurant  Investments III, in
which the Partnership owns a 50% interest,  and Ashland Joint Venture,  in which
the Partnership  owns a 10.51%  interest,  sold their  respective  Properties in
Greensboro,  North Carolina and Ashland, New Hampshire. The Partnership used the
proceeds  from the sale of the  Property in San Marcos,  Texas and the return of
capital  for its  pro-rata  share  of the net  sales  proceeds  relating  to the
Property in Greensboro,  North Carolina to acquire a Property in Houston, Texas.
Ashland  Joint  Venture  used the  proceeds  from the  sale of the  Property  in
Ashland,  New  Hampshire  to reinvest in a Property in San Antonio,  Texas.  The
Partnership  intends to use the net sales proceeds from the sale of the Property
in Ft. Pierce,  Florida to invest in an additional Property.  As of December 31,
2002, the Partnership owned 47 Properties, including interests in ten Properties
owned by joint  ventures in which the  Partnership  is a  co-venturer  and three
Properties  owned with affiliates as  tenants-in-common.  The Properties are, in
general,  leased on a  triple-net  basis with the  lessees  responsible  for all
repairs and maintenance, property taxes, insurance and utilities.

         The  Partnership  holds  its  Properties  until  the  General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties,  the General  Partners  consider  factors such as potential  capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  The  Partnership has no obligation to sell all or any portion of a
Property  at any  particular  time,  except as may be  required  under  property
purchase options granted to certain lessees.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases.  Generally,  the  leases of the  Properties  owned by the
Partnership,  the joint ventures in which the  Partnership is a co-venturer  and
the  Properties  owned  as  tenants-in-common  with  affiliates  of the  General
Partners  provide for initial  terms  ranging  from 10 to 20 years (the  average
being 17 years) and expire  between 2006 and 2020. The leases are generally on a
triple-net basis,  with the lessee  responsible for all repairs and maintenance,
property taxes,  insurance and utilities.  The leases of the Properties  provide
for  minimum  base annual  rental  payments  (payable  in monthly  installments)
ranging from approximately  $28,800 to $218,200.  Generally,  the leases provide
for  percentage  rent,  based on sales  in  excess  of a  specified  amount.  In
addition,  a majority of the leases provide that,  commencing in specified lease
years  (ranging  from the second to the sixth lease year),  the annual base rent
required under the terms of the lease will increase.

         Generally,  the  leases  of the  Properties  provide  for  two to  five
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 37 of the  Partnership's 47 Properties also have been
granted options to purchase  Properties at the Property's then fair market value
after a specified portion of the lease term has elapsed.  Fair market value will
be determined  through an appraisal by an independent  appraisal firm. Under the
terms of certain leases,  the option purchase price may equal the  Partnership's
original cost to purchase the Property  (including  acquisition  costs),  plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

         The leases generally provide that, in the event the Partnership  wishes
to sell the Property subject to that lease, the Partnership first must offer the
lessee the right to purchase the Property on the same terms and conditions,  and
for the same price, as any offer which the Partnership has received for the sale
of the Property.

         During  2002,  the  Partnership  reinvested  the net sales  proceeds it
received from the  liquidation  of Peoria Joint Venture in a Property in Austin,
Texas, with CNL Income Fund XVIII, Ltd., as tenants-in-common. In June 2002, the
Partnership  reinvested  the net sales proceeds from the sale of the Property in
San  Marcos,  Texas  and the  return of  capital  received  from CNL  Restaurant
Investments  III in a Property in Houston,  Texas.  In  addition,  in June 2002,
Ashland Joint Venture, in which the Partnership owns a 10.51% interest, sold its
Property in Ashland,  New Hampshire and  reinvested  the net sales proceeds in a
Property  in San  Antonio,  Texas.  The lease  terms for  these  Properties  are
substantially the same as the Partnership's other leases, as described above.

Major Tenants

         During 2002,  three  lessees (or groups of  affiliated  tenants) of the
Partnership and its consolidated joint venture,  (i) Golden Corral  Corporation,
(ii) Jack in the Box Inc. and Jack in the Box Eastern Division,  L.P. (which are
affiliated  entities under common control of Jack in the Box Inc.)  (hereinafter
referred to as "Jack in the Box Inc."), and (iii) Carrols  Corporation and Texas
Taco  Cabana,   LP  (which  are  affiliated   entities  under  common   control)
(hereinafter  referred to as ("Carrols Corp.") each contributed more than 10% of
the  Partnership's  total rental  revenues  (including  rental revenues from the
Partnership's  consolidated joint venture and the Partnership's  share of rental
revenues from Properties owned by  unconsolidated  joint ventures and Properties
owned with  affiliates  of the  General  Partners as  tenants-in-common).  As of
December  31,  2002,  Golden  Corral  Corporation  was the lessee  under  leases
relating to six  restaurants,  Jack in the Box Inc.  was the lessee under leases
relating to five  restaurants  and Carrols  Corp.  was the lessee  under  leases
related to six  restaurants.  It is anticipated that based on the minimum rental
payments  required by the  leases,  these three  lessees  each will  continue to
contribute more than 10% of the Partnership's  total rental revenues in 2003. In
addition,  four Restaurant Chains,  Golden Corral Family Steakhouse  Restaurants
("Golden  Corral"),  Hardee's,  Burger King, and Jack in the Box, each accounted
for  more  than 10% of the  Partnership's  total  rental  revenues  during  2002
(including rental revenues from the Partnership's consolidated joint venture and
the   Partnership's   share  of  rental  revenues  from   Properties   owned  by
unconsolidated  joint  ventures  and  Properties  owned with  affiliates  of the
General  Partners as  tenants-in-common).  In 2003, it is anticipated that these
four  Restaurant  Chains each will  continue to account for more than 10% of the
total rental  revenues to which the  Partnership  is entitled under the terms of
the  leases.  Any failure of these  lessees or  Restaurant  Chains  could have a
material  adverse affect on the  Partnership's  income if the Partnership is not
able to re-lease the Properties in a timely manner.  As of December 31, 2002, no
single tenant or groups of affiliated tenants lease Properties with an aggregate
carrying value in excess of 20% of the total assets of the Partnership.



<PAGE>


Joint Venture and Tenancy in Common Arrangements

         The  Partnership  has  entered  into the  following  joint  venture and
tenancy in common arrangements as of December 31, 2002:
<TABLE>
<CAPTION>

               Entity Name             Year      Ownership               Partners                    Property

 <c>
      CNL Restaurant Investments III   1992       50.00 %      CNL Income Fund IX, Ltd.        Dover, NH
                                                                                               Metrairie, LA
                                                                                               Lafayette, LA
                                                                                               Nashua, NH
                                                                                               Pontiac, IL

      Allegan   Real  Estate   Joint   1992       88.26%      A Third Party Partner            Allegan, MI
           Venture

      Ashland Joint Venture            1992       10.51%      CNL Income Fund IX, Ltd.         San Antonio, TX
                                                              CNL Income Fund XI, Ltd.

      Williston  Real  Estate  Joint   1993       40.95%      CNL Income Fund XII, Ltd.        Williston, FL
           Venture

      CNL Income Fund IV, Ltd.,  CNL   1996       13.00%      CNL Income Fund IV, Ltd.         Clinton, NC
           Income  Fund  VI,   Ltd.,                          CNL Income Fund VI, Ltd.
           CNL  Income  Fund X, Ltd.                          CNL Income Fund XV, Ltd.
           and CNL  Income  Fund XV,
           Ltd., Tenants in Common

      CNL  Income  Fund  III,  Ltd.,   1997        6.69%      CNL Income Fund III,  Ltd.       Miami, FL
           CNL   Income   Fund  VII,                          CNL Income Fund VII, Ltd.
           Ltd.,  CNL Income Fund X,                          CNL Income Fund XIII, Ltd.
           Ltd.  and CNL Income Fund
           XIII,  Ltd.,  Tenants  in
           Common

      Ocean Shores Joint Venture       1999       69.06%      CNL Income Fund XVII, Ltd.       Ocean Shores, WA

      CNL   VIII,   X,  XII   Kokomo   2001       10.00%      CNL Income Fund VIII, Ltd.       Kokomo, IN
           Joint Venture                                      CNL Income Fund XII, Ltd.

      CNL  Income  Fund X, Ltd.  and   2002       81.65%      CNL Income Fund XVIII, Ltd.      Austin, TX
           CNL  Income  Fund  XVIII,
           Ltd., Tenants in Common
</TABLE>

         CNL  Restaurant  Investments  III was  formed  to hold six  Properties;
however, all other joint ventures or tenancies in common were formed to hold one
Property.  During  2002,  CNL  Restaurant  Investments  III sold its Property in
Greensboro,  North  Carolina  and  returned  the pro rata share of the net sales
proceeds to the  Partnership as a return of capital.  Each CNL Income Fund is an
affiliate  of the  General  Partners  and  is a  limited  partnership  organized
pursuant to the laws of the state of Florida.  The  Partnership  has  management
control of Allegan Joint Venture and shares management  control equally with the
affiliates of the General Partners for the other joint ventures.

         The joint  venture and tenancy in common  arrangements  provide for the
Partnership and its partners to share in all costs and benefits in proportion to
each partner's  percentage  interest in the business entity. The Partnership and
its partners are also jointly and  severally  liable for all debts,  obligations
and other  liabilities of the joint venture or tenancy in common.  Net cash flow
from  operations  is  distributed  to each  joint  venture  or tenancy in common
partner in accordance  with its respective  percentage  interest in the business
entity.

         The joint venture agreement for CNL Restaurant Investments III does not
provide for a fixed term, but continues in existence until  terminated by either
of the joint  venturers.  Ashland  Joint Venture has an initial term of 14 years
and CNL VIII, X, XII Kokomo Joint Venture has an initial term of 30 years.  Each
of the other  joint  ventures  has an initial  term of 20 years  and,  after the
expiration of the initial term,  continues in existence from year to year unless
terminated at the option of either joint venturer or by an event of dissolution.
Events of dissolution  include the bankruptcy,  insolvency or termination of any
joint  venturer,  sale of the  Property  owned by the joint  venture  and mutual
agreement of the Partnership and its joint venture partner to dissolve the joint
venture.  Any  liquidation  proceeds,  after  paying  joint  venture  debts  and
liabilities and funding reserves for contingent liabilities, will be distributed
first to the joint venture  partners with positive  capital account  balances in
proportion to such balances  until such balances  equal zero,  and thereafter in
proportion  to each joint  venture  partner's  percentage  interest in the joint
venture.

         The joint  venture  and  tenancy  in common  agreements  restrict  each
party's  ability to sell,  transfer  to assign  its joint  venture or tenancy in
common interest  without first offering it for sale to its partner,  either upon
such terms and conditions as to which the parties may agree or, in the event the
parties cannot agree, on the same terms and conditions as any offer from a third
party to purchase such joint venture or tenancy in common interest.

         During  2002,  the  Partnership  reinvested  the  majority  of the 2001
liquidation  proceeds from Peoria Joint Venture in a Property in Austin,  Texas,
as  tenants-in-common,  with CNL Income  Fund  XVIII,  Ltd.,  which is a Florida
limited  partnership  and an  affiliate  of the General  Partners.  In addition,
during 2002,  CNL  Restaurant  Investments  III sold its Property in Greensboro,
North Carolina. The Partnership received a return of capital from CNL Restaurant
Investments  III,  and used these  proceeds  to acquire a Property  in  Houston,
Texas.  Ashland  Joint  Venture sold its Property in Ashland,  New Hampshire and
reinvested the net sales proceeds in a Property in San Antonio, Texas.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  property,  or at times when a
suitable  opportunity to purchase an additional  property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of properties. In addition,  tenancy in common arrangements may allow the
Partnership  to defer the gain for federal  income tax purposes upon the sale of
the property if the proceeds are reinvested in an additional property.

Certain Management Services

         RAI Restaurants,  Inc. (formerly known as CNL Restaurants XVIII, Inc.),
an affiliate of the General  Partners,  provides  certain  services  relating to
management  of the  Partnership  and its  Properties  pursuant  to a  management
agreement with the Partnership. CNL APF Partners, LP assigned its rights in, and
its  obligations  under,  the management  agreement with the  Partnership to RAI
Restaurants,  Inc.  ("Advisor")  effective January 1, 2002. All of the terms and
conditions of the management agreement,  including the payment of fees, remained
unchanged.  Under this  agreement,  the Advisor is  responsible  for  collecting
rental  payments,  inspecting the Properties and the tenants' books and records,
assisting the  Partnership  in responding to tenant  inquiries and notices,  and
providing  information to the Partnership about the status of the leases and the
Properties.  The Advisor also assists the General  Partners in  negotiating  the
leases.  For these  services,  the  Partnership had agreed to pay the Advisor an
annual fee of one percent of the sum of gross rental  revenues  from  Properties
wholly owned by the Partnership plus the Partnership's  allocable share of gross
revenues of joint ventures in which the Partnership is a co-venturer, but not in
excess  of  competitive  fees for  comparable  services.  Under  the  management
agreement, the management fee is subordinated to receipt by the Limited Partners
of an aggregate, ten percent,  cumulative,  noncompounded annual return on their
adjusted  capital  contributions  (the "10%  Preferred  Return"),  calculated in
accordance   with  the   Partnership's   limited   partnership   agreement  (the
"Partnership Agreement").

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation and the officers and employees of CNL American Properties Fund, Inc.
("APF"),  the parent company of the Advisor,  perform  certain  services for the
Partnership.  In  addition,  the General  Partners  have  available  to them the
resources and  expertise of the officers and  employees of CNL Financial  Group,
Inc.,  a  diversified  real estate  company,  and its  affiliates,  who may also
perform certain services for the Partnership.


Item 2.  Properties

         As of December 31, 2002, the Partnership owned 47 Properties. Of the 47
Properties,  34  are  owned  by the  Partnership  in fee  simple,  10 are  owned
indirectly  through joint venture  arrangements  and three are owned  indirectly
through tenancy in common arrangements. See Item 1. Business - Joint Venture and
Tenancy in Common Arrangements. The Partnership is not permitted to encumber its
Properties  under the terms of its partnership  agreement.  Reference is made to
the Schedule of Real Estate and  Accumulated  Depreciation  for a listing of the
Properties and their respective  costs,  including  acquisition fees and certain
acquisition expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 15,700
to 200,900  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.


<PAGE>


         The following  table lists the  Properties  owned,  either  directly or
indirectly,  by the Partnership as of December 31, 2002 by state.  More detailed
information  regarding  the  location  of the  Properties  is  contained  in the
Schedule of Real Estate and Accumulated Depreciation for the year ended December
31, 2002.

          State                                 Number of Properties

          Alabama                                          2
          Florida                                          4
          Idaho                                            1
          Illinois                                         1
          Indiana                                          1
          Louisiana                                        2
          Michigan                                         2
          Missouri                                         1
          Montana                                          5
          Nebraska                                         1
          New Hampshire                                    2
          New Mexico                                       3
          New York                                         1
          North Carolina                                   3
          Ohio                                             3
          Pennsylvania                                     1
          South Carolina                                   1
          Tennessee                                        3
          Texas                                            9
          Washington                                       1
                                                         ------
          TOTAL PROPERTIES                                47
                                                         ======

         Buildings.  Each of the Properties owned by the Partnership  includes a
building that is one of a Restaurant  Chain's  approved  designs.  The buildings
generally are  rectangular  and are  constructed  from various  combinations  of
stucco,  steel,  wood, brick and tile.  Building sizes range from  approximately
1,800 to 10,700 square feet.  All buildings on Properties are  freestanding  and
surrounded by paved  parking  areas.  Buildings  are suitable for  conversion to
various uses, although modifications may be required prior to use for other than
restaurant operations. As of December 31, 2002, the Partnership had no plans for
renovation of the Properties. Depreciation expense is computed for buildings and
improvements using the straight line method using a depreciable life of 40 years
for federal income tax purposes.

         As of December 31, 2002, the aggregate cost of the Properties  owned by
the   Partnership   (including   its   consolidated   joint   venture)  and  the
unconsolidated  joint ventures  (including  Properties  owned through tenancy in
common  arrangements)  for  federal  income tax  purposes  was  $27,602,038  and
$14,363,028, respectively.


<PAGE>



         The following  table lists the  Properties  owned,  either  directly or
indirectly, by the Partnership as of December 31, 2002 by Restaurant Chain.

               Restaurant Chain                       Number of Properties

                Burger King                                        11
                Chevy's Fresh Mex                                   1
                Denny's                                             3
                Golden Corral                                       6
                Hardee's                                            7
                Jack in the Box                                     5
                Long John Silver's                                  2
                Pizza Hut                                           5
                Shoney's                                            2
                Taco Cabana                                         3
                Other                                               2
                                                                 -----
                TOTAL PROPERTIES                                   47
                                                                 =====

         The General Partners consider the Properties to be well-maintained and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs, maintenance, property taxes, utilities and insurance.

         At December 31, 2002,  2001,  2000,  1999 and 1998, the Properties were
98%, 97%, 97%, 96% and 96% occupied,  respectively.  The following is a schedule
of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                      2002              2001             2000              1999              1998
                                  --------------    -------------    --------------    -------------     -------------

 <c>
Rental Revenues (1)(2)              $ 3,453,753     $ 3,345,782        $3,462,549       $3,490,765        $3,163,838
Properties (2)                               46              47                47               47                47
Average Rent Per Property             $  75,082      $   71,187          $ 73,671         $ 74,272          $ 67,316
</TABLE>

(1)      Rental revenues includes the Partnership's  share of rental income from
         the  Properties  owned  through  joint  venture  arrangements  and  the
         Properties owned through tenancy in common arrangements.

(2)      Excludes  Properties  that were  vacant at December  31,  which did not
         generate rental revenues.


<PAGE>


         The following is a schedule of lease expirations for leases in place as
of December 31, 2002 for the next ten years and thereafter.
<TABLE>
<CAPTION>

                                                                            Percentage of
                                Number           Annual Rental              Gross Annual
  Expiration Year              of Leases            Revenues                Rental Income
--------------------         --------------     -----------------         ------------------

 <c>
           2003                     --                      $     --                        --
           2004                     --                            --                        --
           2005                     --                            --                        --
           2006                      8                       601,486                    17.31%
           2007                      3                       538,740                    15.50%
           2008                     --                            --                        --
           2009                      4                       416,429                    11.98%
           2010                      1                       107,505                     3.09%
           2011                      5                       326,081                     9.38%
           2012                      20                    1,252,757                    36.05%
           Thereafter                5                       232,336                     6.69%
                                  ---------          ----------------         -----------------
           Total (1)                 46                 $  3,475,334                   100.00%
                                  =========          ================         =================
</TABLE>


(1)      Excludes one Property which was vacant at December 31, 2002.

         Leases  with  Major   Tenants.   The  terms  of  the  leases  with  the
Partnership's  major  tenants as of December  31,  2002 (see Item 1.  Business -
Major  Tenants),  are  substantially  the  same as  those  described  in Item 1.
Business - Leases.

         Golden Corral  Corporation  leases six Golden Corral  restaurants.  The
initial term of each lease is 15 years (expiring  between 2007 and 2016) and the
average minimum base rent is approximately  $163,400 (ranging from approximately
$88,000 to $218,200).

         Jack in the Box  Inc.  leases  five  Jack in the Box  restaurants.  The
initial term of each lease is 18 years (expiring  between 2009 and 2012) and the
average minimum base rent is approximately  $100,000 (ranging from approximately
$74,800 to $120,200).

         Carrols  Corp.  leases  three  Burger King  restaurants  and three Taco
Cabana  restaurants.  The initial term of each lease is 18 to 20 years (expiring
between  2011 and  2020) and the  average  minimum  base  rent is  approximately
$107,500 (ranging from approximately $83,100 to $138,000).


Item 3.  Legal Proceedings

         Neither the  Partnership,  nor its General Partners or any affiliate of
the General Partners,  nor any of their respective  Properties,  is party to, or
subject to, any material legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.



<PAGE>


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

(a)      As of March 10, 2003,  there were 3,481 holders of record of the Units.
There is no public trading market for the Units,  and it is not anticipated that
a public market for the Units will develop.  During 2002,  Limited  Partners who
wished to sell their Units may have  offered the Units for sale  pursuant to the
Partnership's  distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their  distributions used to acquire additional Units (to the
extent  Units were  available  for  purchase)  may have done so pursuant to such
Plan. The General Partners have the right to prohibit  transfers of Units.  From
inception, the price for any Unit transferred pursuant to the Plan was $9.50 per
Unit.  The price paid for any Unit  transferred  other than pursuant to the Plan
was subject to negotiation by the purchaser and the selling Limited Partner. The
Partnership will not redeem or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 2002 and 2001 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                             2002 (1)                               2001 (1)
                                 ----------------------------------     ----------------------------------
                                   High         Low        Average        High         Low       Average
                                 ---------    --------    ----------    ---------    --------   -----------

 <c>
         First Quarter              $7.99      $ 6.02        $ 7.31        $7.56      $ 7.10        $ 7.34
         Second Quarter              7.40        7.32          7.36         7.36        7.36          7.36
         Third Quarter               9.50        6.02          8.08         7.54        4.65          7.19
         Fourth Quarter              8.65        7.94          8.30         8.00        6.30          7.67
</TABLE>

(1)      A total of 22,690 and 16,779 Units were transferred other than pursuant
         to  the  Plan  for  the  years  ended   December  31,  2002  and  2001,
         respectively.

         The  capital  contribution  per Unit was $10.  All cash  available  for
distribution  will be distributed to the partners  pursuant to the provisions of
the partnership agreement.

         For the  years  ended  December  31,  2002 and  2001,  the  Partnership
declared cash distributions of $3,600,004 to the Limited Partners. Distributions
of $900,001  were  declared to the Limited  Partners at the close of each of the
Partnership's  calendar  quarters  during 2002 and 2001.  These amounts  include
monthly  distributions  made in arrears  for the  Limited  Partners  electing to
receive such distributions on this basis. No amounts distributed to partners for
the years  ended  December  31,  2002 and 2001 are  required  to be or have been
treated by the  Partnership  as a return of capital for purposes of  calculating
the  Limited  Partners'  return  on their  adjusted  capital  contributions.  No
distributions have been made to the General Partners to date.

         The  Partnership  intends to  continue  to make  distributions  of cash
available  for  distribution  to the  Limited  Partners  on a  quarterly  basis,
although some Limited  Partners,  in  accordance  with their  election,  receive
monthly distributions, for an annual fee.

(b)      Not applicable.

<PAGE>


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                         2002             2001              2000             1999              1998
                                     -------------    -------------     -------------    -------------     -------------

 <c>
Year ended December 31:
  Continuing Operations (4):
      Revenues                        $ 2,936,741       $ 2,839,278       $ 2,841,757     $ 2,918,317         $ 3,280,564
      Equity (loss) in
         earnings joint ventures          578,394           (88,921 )         449,576         380,616             292,013
      Income from continuing
         operations (1)                 2,843,823         1,989,536         2,677,118       2,164,516           1,988,795

  Discontinued Operations (4):
      Revenues                             56,677           104,024           103,828         146,544              63,785
      Income (loss) from
         discontinued
         operations (3)                   183,329          (256,882 )        (211,330 )       104,885            (109,937)

  Net income                            3,027,152         1,732,654         2,465,788       2,269,401           1,878,858

  Net income (loss) per unit:
      Continuing operations             $    0.71         $    0.48         $    0.67       $    0.54           $    0.49
      Discontinued operations                0.05             (0.05 )           (0.05 )          0.03               (0.02)
                                     -------------    -------------     -------------    -------------     -------------
         Total                          $    0.76         $    0.43         $    0.62       $    0.57           $    0.47
                                     =============    =============     =============    =============     =============

Cash distributions declared (2)       $ 3,600,004       $ 3,600,004      $ 3,600,0040     $ 3,600,004         $ 3,680,004
Cash distributions declared
    per unit (2)                             0.90              0.90              0.90            0.90                0.92

At December 31:
  Total assets                       $ 29,592,357      $ 30,087,645      $ 32,124,183    $ 33,248,120        $ 34,480,865
  Total partners' capital              28,447,876        29,020,728        30,888,078      32,022,294          33,352,897
</TABLE>

(1)      Income from  continuing  operations  for the years ended  December  31,
         2000,  1999  and  1998,   includes   $50,755,   $32,499  and  $218,960,
         respectively,  from gains on sale of  assets.  Income  from  continuing
         operations  for the  years  ended  December  31,  2001,  1999 and 1998,
         includes $84,527, $377,266 and $1,307,585, respectively, from provision
         for write-down of assets.

(2)      Distributions  for the year ended  December  31, 1998 include a special
         distribution  to the  Limited  Partners  of $80,000  which  represented
         cumulative excess operating reserves.

(3)      Income from  discontinued  operations  for the years ended December 31,
         2001,  2000 and 1998  includes  $306,659,  $287,275 and  $151,828  from
         provisions for write-down of assets.

(4)      Certain  items in the  prior  years'  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on net  income.  The  results of  operations  relating to
         Properties  that were either disposed of or were classified as held for
         sale as of December 31, 2002 are reported as  discontinued  operations.
         The results of operations  relating to Properties  that were identified
         for sale as of December 31, 2001 but sold  subsequently are reported as
         continuing operations.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  Partnership  was organized on April 16, 1990, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be  constructed,  to be leased  primarily  to  operators  of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are generally  triple-net  leases,  with the lessees  responsible for all
repairs and maintenance,  property taxes, insurance and utilities. The leases of
the  Properties  provide for  minimum  base annual  rental  amounts  (payable in
monthly installments) ranging from approximately $28,800 to $218,200. Generally,
the leases provide for  percentage  rent based on sales in excess of a specified
amount.  In  addition,  a majority of the leases  provide  that,  commencing  in
specified  lease years  (ranging  from the third to the sixth lease  year),  the
annual  base rent  required  under the terms of the lease will  increase.  As of
December 31, 2001 and 2000, the Partnership owned 35 Properties  directly and 13
Properties  indirectly through joint venture or tenancy in common  arrangements.
As of December 31, 2002,  the  Partnership  owned 34 Properties  directly and 13
Properties indirectly through joint venture or tenancy in common arrangements.

Capital Resources

         Cash  from  operating  activities  was  $3,465,982,   $3,127,850,   and
$3,298,666, for the years ended December 31, 2002, 2001, and 2000, respectively.
Cash from operating  activities during 2002, as compared to 2001, remained flat.
The decrease in cash from operating  activities  during 2001, as compared to the
previous year, was a result of changes in income and expenses and changes in the
Partnership's working capital.

         Other sources and uses of cash included the following  during the years
ended December 31, 2002, 2001, and 2000.

         In December 2000, the Partnership  sold its Property in Lancaster,  New
York to a  third  party  and  received  net  sales  proceeds  of  $749,675.  The
Partnership  had recorded a provision for write-down of assets  relating to this
Property  of  $387,202  in 1998 due to the  tenant  filing for  bankruptcy.  The
provision  represented the difference between the carrying value of the Property
and its  estimated  fair value.  During 2000,  the  Partnership  recorded a gain
relating to the sale of this Property of $50,755,  resulting in an aggregate net
loss of  approximately  $336,400.  In April 2001, the  Partnership  reinvested a
portion  of the  proceeds  from the  sale of this  Property  in a joint  venture
arrangement,  CNL VIII, X, XII Kokomo Joint Venture,  with CNL Income Fund VIII,
Ltd.  and CNL  Income  Fund  XII,  Ltd.,  each of  which  is a  Florida  limited
partnership pursuant to the laws of the state of Florida and an affiliate of the
General  Partners,  to  purchase  and hold one  restaurant  Property.  The joint
venture  acquired this  Property from CNL BB Corp.,  an affiliate of the General
Partners. The affiliate had purchased and temporarily held title to the Property
in order to facilitate the acquisition of the Property by the joint venture. The
Partnership  contributed  approximately  $211,200  and had a 10% interest in the
profits and losses of the joint venture as of December 31, 2002.

         In addition,  during 2000,  the  Partnership  entered into a promissory
note with the corporate  General Partner for a loan in the amount of $125,000 in
connection   with   the   operations   of  the   Partnership.   The   note   was
uncollateralized,  non-interest  bearing and due on demand.  As of December  31,
2000,  the  Partnership  had  repaid the loan in full to the  corporate  General
Partner.  No such  promissory  notes were  entered  into  during the years ended
December 31, 2002 and 2001.

         In August 2001, Peoria Joint Venture,  in which the Partnership owned a
52% interest,  sold its Property to a third party for approximately  $1,786,900,
resulting in a gain of  approximately  $136,700.  As a result,  the  Partnership
received   approximately   $899,500  representing  its  pro-rata  share  of  the
liquidation  proceeds  received by the joint venture.  In September 2001, Peoria
Joint Venture was dissolved in accordance with the joint venture  agreement.  No
gain or loss on the  dissolution  of the joint venture was recorded.  In January
2002, the Partnership  reinvested the majority of the liquidation  proceeds in a
Property  in Austin,  Texas,  as  tenants-in-common  with CNL Income Fund XVIII,
Ltd.,  which is a Florida  limited  partnership  and an affiliate of the General
Partners.  As of December 31, 2002, the Partnership had contributed $915,171 for
an 81.65% interest in this Property.  The Partnership acquired the Property from
CNL Funding 2001-A,  LP, a Delaware limited  partnership and an affiliate of the
General  Partners.  CNL Funding 2001-A,  LP had purchased and  temporarily  held
title to the Property in order to facilitate the  acquisition of the Property by
the  tenancy  in  common.  The  purchase  price  paid by the  tenancy  in common
represented  the costs incurred by CNL Funding  2001-A,  LP to acquire and carry
the Property.

         In April 2002, the Partnership  sold its Property in San Marcos,  Texas
to a third party and received net sales  proceeds of  approximately  $1,161,100,
resulting  in a gain on disposal of  discontinued  operations  of  approximately
$169,400. In May 2002, CNL Restaurant  Investments III, in which the Partnership
owns a 50%  interest,  sold its Property in  Greensboro,  North  Carolina to the
tenant and received net sales proceeds of approximately $1,143,500, resulting in
a gain to the joint venture of approximately  $371,500. The Partnership received
approximately  $571,700  as a return  of  capital  from the  joint  venture.  In
addition,  in June 2002, Ashland Joint Venture,  in which the Partnership owns a
10.51% interest,  sold its Property in Ashland,  New Hampshire to the tenant and
received  net sales  proceeds of  $1,472,900,  resulting  in a gain to the joint
venture of approximately  $500,900.  The Partnership  reinvested the majority of
the net sales proceeds from the sale of the Property in San Marcos,  Texas and a
portion of the return of capital received from CNL Restaurant Investments III in
a Property in Houston, Texas at an approximate cost of $1,281,500. Ashland Joint
Venture  used the  majority  of the  proceeds  to  invest in a  Property  in San
Antonio,  Texas at an approximate cost of $1,343,000.  The Partnership and joint
venture  acquired  these  Properties  from CNL  Funding  2001-A,  LP, a Delaware
limited  partnership  and an  affiliate  of the  General  Partners.  CNL Funding
2001-A,  LP had purchased and temporarily  held title to the Properties in order
to facilitate the  acquisition of the  Properties by the  Partnership  and joint
venture.   The  purchase  price  paid  by  the  Partnership  and  joint  venture
represented  the costs incurred by CNL Funding  2001-A,  LP to acquire and carry
the  Properties.  In December  2002,  the  Partnership  sold its Property in Ft.
Pierce,   Florida  to  a  third  party  and  received  net  sales   proceeds  of
approximately  $329,200,  resulting  in  a  loss  on  disposal  of  discontinued
operations of approximately  $2,200. The Partnership had recorded provisions for
write-down  of assets  totaling  $593,934 in  previous  years.  The  Partnership
intends to reinvest the sales proceeds in an additional Property.

         None of the Properties owned by the Partnership,  or the joint ventures
or tenancy in common arrangements in which the Partnership owns an interest,  is
or may be  encumbered.  Under its  partnership  agreement,  the  Partnership  is
prohibited from borrowing for any purpose;  provided,  however, that the General
Partners or their affiliates are entitled to reimbursement,  at cost, for actual
expenses  incurred by the General  Partners or their affiliates on behalf of the
Partnership.  Affiliates of the General Partners from time to time incur certain
operating  expenses  on behalf  of the  Partnership  for  which the  Partnership
reimburses the affiliates without interest.

         Currently,  rental income from the Partnership's Properties and any net
sales proceeds from the sale of Properties are invested in money market accounts
or other short-term highly liquid investments such as demand deposit accounts at
commercial  banks,  money market accounts and  certificates of deposit with less
than a 90-day maturity date,  pending the Partnership's use of such funds to pay
Partnership  expenses,  to make  distributions  to  partners  or to  reinvest in
additional  Properties.  At December 31, 2002,  the  Partnership  had $1,287,619
invested in such  short-term  investments  as compared to $1,565,888 at December
31, 2001.  The decrease in cash and cash  equivalents  during 2002 was primarily
attributable to the fact that in 2002, the  Partnership  reinvested its pro rata
share of the  liquidation  proceeds  from the 2001  dissolution  of Peoria Joint
Venture.  The decrease in cash and cash equivalents was partially offset because
as of December 31, 2002, the  Partnership  had not reinvested the sales proceeds
received from the sale of the Property in Ft.  Pierce,  Florida.  As of December
31, 2002,  the average  interest rate earned on the rental  income  deposited in
demand  deposit  accounts  at  commercial  banks was  approximately  one percent
annually.   The  funds  remaining  at  December  31,  2002,   after  payment  of
distributions  and other  liabilities,  will be used to invest in an  additional
Property and to meet the Partnership's working capital needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The General Partners believe that the leases will continue to generate cash flow
in excess of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The General  Partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners believe that the Partnership has sufficient working capital reserves at
this time. In addition,  because all leases of the Partnership's  Properties are
on a  triple-net  basis,  it is not  anticipated  that a  permanent  reserve for
maintenance  and  repairs  will be  established  at this  time.  To the  extent,
however,  that the  Partnership  has  insufficient  funds for such purpose,  the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering proceeds for maintenance and repairs.

         The Partnership  generally  distributes cash from operating  activities
remaining after the payment of the operating expenses of the Partnership, to the
extent that the General  Partners  determine  that such funds are  available for
distribution.  Based on current and anticipated future cash from operations, the
Partnership  declared  distributions to the Limited Partners of $3,600,004,  for
the years ended December 31, 2002, 2001 and 2000. This represents  distributions
of $0.90 per Unit for the years  ended  December  31,  2002,  2001 and 2000.  No
distributions  were made to the General Partners during the years ended December
31, 2002,  2001 and 2000,  respectively.  No amounts  distributed to the Limited
Partners for the years ended  December 31, 2002,  2001 and 2000, are required to
be or have been treated by the  Partnership  as a return of capital for purposes
of  calculating  the  Limited   Partners'   return  on  their  adjusted  capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the Limited Partners on a quarterly basis.

         During 2000, the General  Partners waived their right to receive future
distributions  from the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the General
Partners'  capital  account as of December  31, 1999.  Accordingly,  the General
Partners were not allocated any net income and did not receive any distributions
during the years ended December 31, 2002, 2001 and 2000.

         As of December  31, 2002 and 2001,  the  Partnership  owed  $17,330 and
$5,539, respectively,  to affiliates for accounting and administrative services.
As of March 15, 2003,  the  Partnership  had reimbursed the affiliates for these
amounts.  Other  liabilities,  including  distributions  payable,  increased  to
$1,064,171 at December 31, 2002,  from $997,122 at December 31, 2001,  primarily
as a result of an increase in rents paid in advance  and  deposits.  The General
Partners  believe that the  Partnership  has sufficient cash on hand to meet its
current working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Critical Accounting Policies

         The  Partnership's  leases are  accounted  for under the  provisions of
Statement of Accounting Standard No. 13, "Accounting for Leases" ("FAS 13"), and
have been  accounted  for using  either the direct  financing  or the  operating
method.  FAS 13 requires  management to estimate the economic life of the leased
property,  the residual  value of the leased  property and the present  value of
minimum lease payments to be received from the tenant.  In addition,  management
assumes  that all  payments  to be  received  under its leases are  collectible.
Changes in management's  estimates or assumptions  regarding  collectibility  of
lease  payments  could  result  in a change in  accounting  for the lease at the
inception of the lease.

         The Partnership  accounts for its  unconsolidated  joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is  appropriate  for entities that are partially
owned by the  Partnership,  but for which  operations of the investee are shared
with other partners.  The  Partnership's  joint venture  agreements  require the
consent of all partners on all key  decisions  affecting  the  operations of the
underlying Property.

         Management  reviews the  Partnership's  Properties  and  investments in
unconsolidated  entities  periodically  for  impairment  at least once a year or
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  The assessment is based on the carrying amount
of the  Property  or  investment  at the date it is  tested  for  recoverability
compared to the sum of the estimated  future cash flows  expected to result from
its operation and sale through the expected holding period.  If an impairment is
indicated, the asset is adjusted to its estimated fair value.

         When the Partnership makes the decision to sell or commits to a plan to
sell a  Property  within  one  year,  its  operating  results  are  reported  as
discontinued operations.



<PAGE>


Results of Operations

Comparison of year ended December 31, 2002 to year ended December 31, 2001

         Total rental  revenues were  $2,841,093  during the year ended December
31, 2002 as compared to $2,755,476  for the same period of 2001. The increase in
rental revenues during 2002 was due to the acquisition of a Property in Houston,
Texas.  Although  this Property  replaced a Property  that was sold,  the rental
revenues  and  expenses   related  to  disposed   Properties   are  reported  as
discontinued  operations  in the  financial  statements  as  required by a newly
adopted accounting pronouncement, as described below.

         The Partnership also earned $89,619 in contingent rental income for the
year ended December 31, 2002 as compared to $51,376 for the same period of 2001.
Contingent rental income was higher during 2002 because the Partnership deferred
the  recognition  of certain  percentage  rental income  during 2001,  until the
tenants' gross sales met certain thresholds in 2002.

         During the year ended  December 31, 2002, the  Partnership  also earned
$6,029 as compared to $32,426 for the same period of 2001 in interest  and other
income.  Interest  and other  income were lower during 2002 due to a decrease in
the  average  cash  balance as a result of the  reinvestment  of sales  proceeds
received in 2001 and due to a decline in interest rates.

         For the  years  ended  December  31,  2002 and  2001,  the  Partnership
recorded income of $578,394 and a loss of $88,921, respectively, attributable to
the net operating results reported by unconsolidated joint ventures in which the
Partnership is a co-venturer.  The income recognized during 2002, as compared to
the losses for the same period of 2001, was primarily  attributable to net gains
of $872,385  recognized by joint ventures on sales of Properties in 2002. In May
2002,  CNL  Restaurant  Investments  III,  in which the  Partnership  owns a 50%
interest,  sold its Property in  Greensboro,  North  Carolina to the tenant.  In
addition,  in June 2002, Ashland Joint Venture,  in which the Partnership owns a
10.51% interest, sold its Property in Ashland, New Hampshire to the tenant.

         The increase in net income earned from joint  ventures  during 2002 was
also due to the fact that in April 2001, the  Partnership  used a portion of the
net sales proceeds received from the 2000 sale of its Property in Lancaster, New
York to invest in a joint  venture  arrangement,  CNL VIII,  X, XII Kokomo Joint
Venture,  with CNL Income Fund VIII, Ltd. and CNL Income Fund XII, Ltd., each of
which  is an  affiliate  of the  General  Partners,  to  purchase  and  hold one
restaurant  Property.  Net income earned from the joint  ventures also increased
because,  in January 2002, the Partnership  used the majority of the liquidation
proceeds received from the 2001 dissolution of Peoria Joint Venture to invest in
a Property in Austin,  Texas with CNL Income Fund XVIII,  Ltd.,  an affiliate of
the General Partners, as tenants-in-common.  The net losses experienced by joint
ventures in 2001 was mainly due to the fact that, during 2001, the tenant of the
Property owned by Ocean Shores Joint Venture,  in which the  Partnership  owns a
69.06%  interest,  experienced  financial  difficulties,  ceased  operations and
vacated  the  Property.  As a  result,  during  2001 the joint  venture  stopped
recording  rental revenue and also recorded a provision for write-down of assets
of approximately  $781,700. The provision represented the difference between the
carrying  value of the Property and its fair value.  The joint  venture will not
record rental  revenues  relating to this Property until it locates a new tenant
for this Property. The joint venture is seeking a new tenant for this Property.

         During the year ended  December 31, 2002,  three  lessees (or groups of
affiliated  tenants) of the Partnership and its consolidated joint venture,  (i)
Golden Corral Corporation, (ii) Jack in the Box Inc. and Jack in the Box Eastern
Division,  L.P.  (which are affiliated  entities under common control of Jack in
the Box Inc.)  (hereinafter  referred to as "Jack in the Box  Inc."),  and (iii)
Carrols  Corporation  and Texas Taco Cabana,  LP (which are affiliated  entities
under  common  control)  (hereinafter  referred  to as  ("Carrols  Corp.")  each
contributed more than 10% of the Partnership's  total rental revenues (including
rental  revenues  from the  Partnership's  consolidated  joint  venture  and the
Partnership's  share of rental revenues from Properties owned by  unconsolidated
joint ventures and Properties  owned with affiliates of the General  Partners as
tenants-in-common).  As of December 31, 2002, Golden Corral  Corporation was the
lessee under leases  relating to six  restaurants,  Jack in the Box Inc. was the
lessee under  leases  relating to five  restaurants  and Carrols  Corp.  was the
lessee under leases related to six restaurants.  It is anticipated that based on
the minimum  rental  payments  required by the leases,  these three lessees will
continue to contribute more than 10% of the Partnership's  total rental revenues
during  2003.  In  addition,  during  the year ended  December  31,  2002,  four
Restaurant Chains,  Golden Corral,  Hardee's,  Burger King, and Jack in the Box,
each  accounted  for more than 10% of the  Partnership's  total rental  revenues
(including rental revenues from the Partnership's consolidated joint venture and
the   Partnership's   share  of  rental  revenues  from   Properties   owned  by
unconsolidated   joint  ventures  and  Properties   owned  with   affiliates  as
tenants-in-common). In 2003, it is anticipated that these four Restaurant Chains
will  continue to account for more than 10% of the  Partnership's  total  rental
revenues to which the Partnership is entitled under the terms of the leases. Any
failure of these  lessees  or  Restaurant  Chains  could  materially  affect the
Partnership's  income if the  Partnership is not able to re-lease the Properties
in a timely manner.

         Operating expenses, including depreciation and amortization expense and
provision for  write-down of assets,  were $663,050 for the year ended  December
31, 2002 as compared to $752,126 for the same period of 2001. Operating expenses
were higher  during  2001,  as compared to the same period of 2002,  because the
Partnership  recorded  a  provision  for  write-down  of assets in the amount of
$84,527  in  connection  with  the  anticipated  sale of the  Property  in North
Richland  Hills,  Texas.  The  contract  for  the  sale  of  this  Property  was
subsequently   terminated.   In  addition,   the  Partnership   incurred  higher
administrative  expenses for servicing the Partnership and its Properties during
2001. The decrease in operating  expenses  during 2002, as compared to 2001, was
partially  offset by an  increase  in  depreciation  expense  as a result of the
acquisition of the Property in Houston, Texas.

         In July 2002, the  Partnership  entered into a contract with the tenant
to sell the  Property in Allegan,  Michigan.  The  contract for the sale of this
Property was subsequently terminated.

         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         During 2002, the  Partnership  identified and sold two Properties  that
met the criteria of this standard and were classified as Discontinued Operations
in the accompanying  financial statements.  The Partnership sold its Property in
San Marcos, Texas,  resulting in a gain of approximately  $169,400. In addition,
the Partnership sold its Property in Ft. Pierce, Florida, resulting in a loss of
approximately  $2,200. The Partnership had recorded provisions for write-down of
assets of $306,659 and $287,275 in 2001 and 2000, respectively,  relating to the
Property in Ft.  Pierce,  Florida  because the tenant  vacated the  Property and
ceased payment of rents to the  Partnership in 1999. The provisions  represented
the difference between the carrying value of the property and its estimated fair
value. The Partnership  reinvested the proceeds from the sale of one Property in
an  additional  Property  and intends to reinvest  the  proceeds  from the other
Property during 2003.

         In  addition,  during  the 2002,  CNL  Restaurant  Investments  III and
Ashland Joint Venture each  identified and sold a Property that met the criteria
of this standard. The joint ventures recognized gains of $872,385 from the sales
of the Properties in Greensboro,  North Carolina and Ashland, New Hampshire. The
financial  results of these Properties are reflected as Discontinued  Operations
in the condensed joint venture financial  information presented in the footnotes
to the accompanying financial statements.  The tenants exercised their option to
purchase  the  Properties  under the terms of their  respective  leases  and the
proceeds from the sales were reinvested in additional Properties.

Comparison of year ended December 31, 2001 to year ended December 31, 2000

         Total rental  revenues were  $2,755,476  during the year ended December
31, 2001 as compared to $2,745,737 for the same period of 2000. The  Partnership
also earned $51,376 in contingent  rental income for the year ended December 31,
2001 as  compared  to  $65,717  for the same  period of 2000.  The  decrease  in
contingent rental income was primarily attributable to a decrease in gross sales
relating to certain  restaurant  properties  whose leases require the payment of
contingent rent.

         During the year ended  December 31, 2001, the  Partnership  also earned
$32,426 as compared to $30,303 for the same period of 2000 in interest and other
income.

         For the year ended December 31, 2001, the  Partnership  incurred a loss
of $88,921 as  compared  to income of  $449,576  during the same period of 2000,
attributable  to the net  operating  results  reported by  unconsolidated  joint
ventures  in  which  the  Partnership  is a  co-venturer.  The  decrease  in net
operating results earned by joint ventures during 2001, as compared to 2000, was
due to the fact that the  tenant of the  Property  owned by Ocean  Shores  Joint
Venture, in which the Partnership owns a 69.06% interest,  experienced financial
difficulties,  ceased operations and vacated the Property.  As a result,  during
2001 the joint venture stopped  recording rental revenues.  In addition,  during
2001, the joint venture  established a provision for write-down of assets in the
amount of $781,741, as described above. The provision represented the difference
between the carrying value of the Property and its estimated fair value.

         The decrease in net income earned from joint  ventures  during 2001 was
partially  offset because in April 2001, the  Partnership  used a portion of the
net sales proceeds received from the 2000 sale of its Property in Lancaster, New
York to invest in a joint  venture  arrangement,  CNL VIII,  X, XII Kokomo Joint
Venture,  with CNL Income  Fund VIII,  Ltd.  and CNL Income Fund XII,  Ltd.,  to
purchase  and hold one  restaurant  Property.  Each of the CNL Income Funds is a
Florida limited  partnership,  pursuant to the laws of the state of Florida, and
an affiliate of the General  Partners.  In addition,  during 2001,  Peoria Joint
Venture,  in which the Partnership owned a 52% interest,  sold its Property to a
third party for $1,786,900,  resulting in a gain of approximately  $136,700. The
Partnership  dissolved the joint  venture in  accordance  with the joint venture
agreement and did not record a gain or loss on the dissolution.  The Partnership
received $899,500,  representing its pro rata share of the liquidation  proceeds
from the joint venture.

         Operating expenses, including depreciation and amortization expense and
provision for  write-down of assets,  were $752,126 for the year ended  December
31, 2001 as compared to $656,417  for the same period of 2000.  The  increase in
operating expenses during 2001, as compared to 2000, was primarily  attributable
to an increase in the costs incurred for  administrative  expenses for servicing
the Partnership and its Properties.  The increase during 2001 was also partially
attributable to the  Partnership  recording a provision for write-down of assets
in the amount of $84,527 related to the Property in North Richland Hills, Texas,
as  described  above,  and due to an increase in state taxes in a state in which
the Partnership  conducts  business.  The increase in operating  expenses during
2001 was partially  offset by the fact during 2000, the Partnership had recorded
legal expenses,  real estate taxes,  insurance and  maintenance  relating to the
Property in Lancaster,  New York. The Partnership sold this Property in December
2000.

         During 2000, the  Partnership  incurred  $38,333 in  transaction  costs
related to the General Partners retaining  financial an legal advisors to assist
them in  evaluating  and  negotiating  a proposed  merger  with APF.  The merger
negotiations were terminated in March 2001.

         As a result of the sale of the  Property in  Lancaster,  New York,  the
Partnership recorded a gain of $50,755 during 2000.

         The  restaurant  industry  has been  relatively  resilient  during this
volatile time with steady performance during 2002. However, the industry remains
in a state of cautious optimism.  Restaurant  operators expect their business to
be better in 2003,  according to a nationwide  survey  conducted by the National
Restaurant  Association,   but  are  concerned  by  the  budget  deficits  being
experienced  by many states and the  potential  of new taxes on the  industry to
alleviate the situation.

         The  Partnership's  leases  as of  December  31,  2002,  are  generally
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in base rent at specified  times
during the term of the lease.  Inflation,  overall,  has had a minimal effect on
results of operations of the  Partnership.  Continued  inflation  also may cause
capital  appreciation of the  Partnership's  Properties.  Inflation and changing
prices, however, also may have an adverse impact on the sales of the restaurants
and on potential capital appreciation of the Properties.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be considered by a company if that company is subject to a majority risk of loss
from the variable interest entity's activities or entitled to receive a majority
of the entity's  residual returns or both. Prior to FIN 46, a company  generally
included  another entity in its  consolidated  financial  statements  only if it
controlled  the entity  through  voting  interests.  Consolidation  of  variable
interests  entities will provide more complete  information about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities  created  after  January 31, 2003,  and to older  entities in the first
fiscal year or interim period beginning after June 15, 2003. Management believes
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to the Partnership's  unconsolidated joint
ventures  or  Properties  held  with  affiliates  of  the  General  Partners  as
tenants-in-common,  which are currently  accounted for under the equity  method.
However,  such  consolidation  is  not  expected  to  significantly  impact  the
Partnership's results of operations.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


Item 8.  Financial Statements and Supplementary Data


<PAGE>



                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                                    CONTENTS






                                                                     Page

Report of Independent Certified Public Accountants                    19

Financial Statements:

     Balance Sheets                                                   20

     Statements of Income                                             21

     Statements of Partners' Capital                                  22

     Statements of Cash Flows                                      23-24

     Notes to Financial Statements                                 25-37






<PAGE>








               Report of Independent Certified Public Accountants



To the Partners
CNL Income Fund X, Ltd.



In our opinion,  the accompanying  balance sheets and the related  statements of
income,  of partners'  capital and of cash flows present fairly, in all material
respects,  the financial  position of CNL Income Fund X, Ltd. (a Florida limited
partnership)  at December 31, 2002 and 2001,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2002 in conformity with accounting  principles  generally accepted in the United
States  of  America.  In  addition,  in our  opinion,  the  financial  statement
schedules listed in the index appearing under item 15(a)(2)  present fairly,  in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related financial  statements.  These financial  statements
and financial  statement  schedules are the  responsibility of the Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements and financial  statement  schedules based on our audits. We conducted
our audits of these statements in accordance with auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

As  described in Note 1 to the  financial  statements,  on January 1, 2002,  the
Partnership   adopted  Statement  of  Financial   Accounting  Standard  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets."



/s/ PricewaterhouseCoopers LLP


Orlando, Florida
January 31, 2003


<PAGE>

                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                              2002                         2001
                                                                       -------------------          --------------------

 <c>
                           ASSETS

Real estate properties with operating leases, net                           $  14,133,871                 $  13,146,542
Net investment in direct financing leases                                       8,592,987                     8,911,232
Real estate held for sale                                                              --                     1,341,459
Investment in joint ventures                                                    4,117,921                     3,664,241
Cash and cash equivalents                                                       1,287,619                     1,565,888
Receivables, less allowance for doubtful accounts of $24,814
     in 2001                                                                       47,784                        30,290
Accrued rental income, less allowance for
     doubtful accounts of $4,841 in 2002 and 2001                               1,319,652                     1,340,884
Other assets                                                                       92,523                        87,109
                                                                       -------------------          --------------------

                                                                            $  29,592,357                 $  30,087,645
                                                                       ===================          ====================

              LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                                    4,532                  $     11,105
Real estate taxes payable                                                          12,836                         8,256
Distributions payable                                                             900,001                       900,001
Due to related parties                                                             17,330                         5,539
Rents paid in advance and deposits                                                146,802                        77,760
                                                                       -------------------          --------------------
         Total liabilities                                                      1,081,501                     1,002,661

Minority interest                                                                  62,980                        64,256

Partners' capital                                                              28,447,876                    29,020,728
                                                                       -------------------          --------------------

                                                                            $  29,592,357                 $  30,087,645
                                                                       ===================          ====================
</TABLE>
                See accompanying notes to financial statements.

<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>


                                                                                  Year Ended December 31,
                                                                        2002               2001                2000
                                                                  -----------------   ----------------   -----------------

 <c>
Revenues:
     Rental income from operating leases                             $  1,886,775       $  1,789,409        $  1,764,928
     Earned income from direct financing leases                           954,318            966,067             980,809
     Contingent rental income                                              89,619             51,376              65,717
     Interest and other income                                              6,029             32,426              30,303
                                                                  -----------------   ----------------   -----------------
                                                                        2,936,741          2,839,278           2,841,757
                                                                  -----------------   ----------------   -----------------
Expenses:
     General operating and administrative                                 296,519            319,606             196,884
     Property expenses                                                     36,259             41,422              83,063
     State and other taxes                                                 31,076             36,829              22,580
     Depreciation and amortization                                        299,196            269,742             315,557
     Provision for write-down of assets                                        --             84,527                  --
     Transaction costs                                                         --                 --              38,333
                                                                  -----------------   ----------------   -----------------
                                                                          663,050            752,126             656,417
                                                                  -----------------   ----------------   -----------------
Income Before Gain on Sale of Assets, Minority Interest in
     Income of Consolidated Joint Venture and Equity in
     Earnings (Loss) of Unconsolidated Joint Ventures                   2,273,691          2,087,152           2,185,340

Gain on Sale of Assets                                                         --                 --              50,755

Minority Interest in Income of Consolidated
     Joint Venture                                                         (8,262  )          (8,695  )           (8,553  )

Equity in Earnings (Loss) of Unconsolidated Joint Ventures                578,394            (88,921  )          449,576
                                                                  -----------------   ----------------   -----------------

Income from Continuing Operations                                       2,843,823          1,989,536           2,677,118

Discontinued Operations (Note 5)
     Income (loss) from discontinued operations                            16,139           (256,882  )         (211,330  )
     Gain on disposal of discontinued operations                          167,190                 --                  --
                                                                  -----------------   ----------------   -----------------
                                                                          183,329           (256,882  )         (211,330  )
                                                                  -----------------   ----------------   -----------------


Net Income                                                           $  3,027,152       $  1,732,654        $  2,465,788
                                                                  =================   ================   =================

Net Income (Loss) Per Limited Partner Unit
     Continuing Operations                                             $     0.71         $     0.50          $     0.67
     Discontinued Operations                                                 0.05              (0.07  )            (0.05  )
                                                                  -----------------   ----------------   -----------------


     Total                                                             $     0.76         $     0.43          $     0.62
                                                                  =================   ================   =================


Weighted Average Number of  Limited Partner Units
     Outstanding                                                        4,000,000          4,000,000           4,000,000
                                                                  =================   ================   =================

</TABLE>
                See accompanying notes to financial statements.
<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>

                                         General Partners                               Limited Partners
                                ----------------------------   ------------------------------------------------------------
                                                 Accumulated                                Accumulated       Syndication
                                 Contributions    Earnings     Contributions  Distributions   Earnings            Costs
                                --------------  ------------   -------------  ------------- ---------------   -------------

 <c>
Balance, December 31, 1999     $     1,000    $    251,935    $  40,000,000   $ (28,243,147 )  $  24,802,506  $ (4,790,000)

    Distributions to limited
      partners ($0.90 per
      limited partner unit)             --              --               --      (3,600,004 )             --            --
    Net income                          --              --               --              --        2,465,788            --
                              -------------  --------------   -------------- ---------------- --------------- -------------

Balance, December 31, 2000           1,000         251,935       40,000,000     (31,843,151 )     27,268,294    (4,790,000)

    Distributions to limited
      partners ($0.90 per
      limited partner unit)             --              --               --      (3,600,004 )             --            --
    Net income                          --              --               --              --        1,732,654            --
                              -------------  --------------   -------------- ---------------- --------------- -------------

Balance, December 31, 2001           1,000         251,935       40,000,000     (35,443,155 )     29,000,948    (4,790,000)

    Distributions to limited
      partners ($0.90 per
      limited partner unit)             --              --               --      (3,600,004 )             --            --
    Net income                          --              --               --              --        3,027,152            --
                              -------------  --------------   -------------- ---------------- --------------- -------------

Balance, December 31, 2002     $     1,000    $    251,935    $  40,000,000   $ (39,043,159 )  $  32,028,100  $ (4,790,000)
                              =============  ==============   ============== ================ =============== =============









       Total
------------------

$ 32,022,294



  (3,600,004 )
   2,465,788
--------------

  30,888,078



  (3,600,004 )
   1,732,654
--------------

  29,020,728



  (3,600,004 )
   3,027,152
--------------

$ 28,447,876
==============
</TABLE>
                See accompanying notes to financial statements.
<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                 Year Ended December 31,
                                                                        2002              2001               2000
                                                                   ---------------   ----------------   ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents:
     Cash Flows from Operating Activities:
     Net income                                                       $ 3,027,152        $ 1,732,654       $ 2,465,788
                                                                   ---------------   ----------------   ---------------

     Adjustments to reconcile net income to net cash provided by operating
         activities:
             Depreciation                                                 315,589            297,383           317,491
             Amortization of net investment in direct financing
                lease                                                     318,245            253,736           226,323
             Amortization                                                   5,055              5,025             1,000
             Minority interest in income of consolidated
                joint venture                                               8,262              8,695             8,553
             Equity in earnings of unconsolidated joint
                ventures, net of distributions                           (110,209)           577,013            59,704
             Gain on sale of assets                                      (167,189)                --           (50,755)
             Provision for write-down of assets                                --            391,186           289,453
             Decrease (increase) in receivables                           (17,803)            19,048            51,974
             Decrease (increase) in due from related party                    309             12,703            (3,635)
             Decrease (increase) in accrued rental income                  18,100             (7,388)          (80,655)
             Decrease (increase) in other assets                          (10,369)             7,141             2,189
             Decrease in accounts payable and real estate
                taxes payable                                              (1,993)           (26,225)          (74,006)
             Increase (decrease) in due to related parties                 11,791           (141,560)           77,555
             Increase in rents paid in advance and deposits                69,042              6,342             7,687
             Decrease in deferred rental income                                --             (7,903)               --
                                                                   ---------------   ----------------   ---------------
                Total adjustments                                         438,830          1,395,196           832,878
                                                                   ---------------   ----------------   ---------------


Net Cash Provided by Operating Activities                             $ 3,465,982        $ 3,127,850       $ 3,298,666
                                                                   ===============   ================   ===============

      Cash Flows from Investing Activities:
         Proceeds from sale of real estate properties                   1,490,229                 --           749,675
         Additions to real estate properties with operating
            leases                                                     (1,281,467)                --                --
         Liquidating distribution from joint venture                           --            899,452                --
         Investment in joint ventures                                    (915,171)          (211,201)               --
         Return of capital from joint venture                             571,700                 --                --
         Payment of lease costs                                                --             (3,324)          (44,273)
                                                                   ---------------   ----------------   ---------------
             Net cash provided by (used in) investing activities         (134,709)           684,927           705,402
                                                                   ---------------   ----------------   ---------------

      Cash Flows from Financing Activities:
         Proceeds from loan from corporate general partners                    --                 --           125,000
         Repayment of loan from corporate general partners                     --                 --          (125,000)
         Distributions to limited partners                             (3,600,004)        (3,600,004)       (3,600,004)
         Distributions to holder of minority interest                      (9,538)            (8,537)           (9,506)
                                                                   ---------------   ----------------   ---------------
             Net cash used in financing activities                     (3,609,542)        (3,608,541)       (3,609,510)
                                                                   ---------------   ----------------   ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                     (278,269)           204,236           394,558

Cash and Cash Equivalents at Beginning of Year                          1,565,888          1,361,652           967,094
                                                                   ---------------   ----------------   ---------------

Cash and Cash Equivalents at End of Year                              $ 1,287,619        $ 1,565,888       $ 1,361,652
                                                                   ===============   ================   ===============
</TABLE>
                See accompanying notes to financial statements.

<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

                                                                                 Year Ended December 31,
                                                                        2002              2001               2000
                                                                   ---------------   ----------------   ----------------
<S> <C>
 Supplemental Schedule of Non-Cash Financing Activities:

           Distributions declared and unpaid at December 31            $  900,001         $  900,001         $  900,001
                                                                   ===============   ================   ================
</TABLE>
                See accompanying notes to financial statements.



<PAGE>

                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies:
         -------------------------------

         Organization  and Nature of  Business - CNL  Income  Fund X, Ltd.  (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr.  Seneff and Mr.  Bourne are also 50%  shareholders  of the
         Corporate General Partner. The general partners have responsibility for
         managing the day-to-day operations of the Partnership.

         Real Estate and Lease Accounting - The Partnership records the property
         acquisitions of real estate properties at cost,  including  acquisition
         and closing costs. Real estate properties are leased to unrelated third
         parties  generally  on  a  triple-net  basis,  whereby  the  tenant  is
         responsible  for  all  operating  expenses  relating  to the  property,
         including property taxes,  insurance,  maintenance and repairs.  During
         the years ended December 31, 2002, 2001 and 2000, tenants paid directly
         to real estate taxing authorities approximately $392,300,  $409,200 and
         $423,600,  respectively,  in real estate taxes in  accordance  with the
         terms of their triple net leases with the Partnership.

         The leases of the  Partnership  provide for base minimum  annual rental
         payments payable in monthly installments.  In addition,  certain leases
         provide for  contingent  rental  revenues  based on the tenants'  gross
         sales in  excess  of a  specified  threshold.  The  partnership  defers
         recognition  of  the  contingent  rental  revenues  until  the  defined
         thresholds  are met.  The leases  are  accounted  for using  either the
         direct financing or the operating  methods.  Such methods are described
         below:

                  Direct  financing  method - Leases  accounted  for  using  the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset).  Unearned income is deferred and amortized
                  to income  over the lease  terms so as to  produce a  constant
                  periodic rate of return on the Partnership's net investment in
                  the  leases.  For the leases  classified  as direct  financing
                  leases,  the  building  portions  of the  property  leases are
                  accounted for as direct  financing  leases while a majority of
                  the land portion of these leases are operating leases.

                  Operating  method - Property  leases  accounted  for using the
                  operating  method are recorded at cost,  revenue is recognized
                  as  rentals  are  earned  and   depreciation   is  charged  to
                  operations  as  incurred.  Buildings  are  depreciated  on the
                  straight-line  method over their estimated  useful lives of 30
                  years.  When  scheduled  rentals  vary  during the lease term,
                  income is recognized on a straight-line basis so as to produce
                  a constant periodic rent over the lease term commencing on the
                  date the property is placed in service.

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled rental payments to date.

         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent  rentals.  The lease options  generally allow tenants to
         renew the leases for two to five successive  five-year  periods subject
         to the same terms and conditions as the initial lease. Most leases also
         allow the tenant to purchase  the property at fair market value after a
         specified portion of the lease has elapsed.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual property.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  a  provision  is  made  to  increase  the
         allowance for doubtful accounts,  although the Partnership continues to
         pursue  collection  of  such  amounts.   If  amounts  are  subsequently
         determined  to  be  uncollectible,  the  corresponding  receivable  and
         allowance for doubtful accounts are decreased accordingly.

         Investment in Joint Ventures - The Partnership  accounts for its 88.26%
         interest in Allegan Real Estate Joint Venture  using the  consolidation
         method.   Minority  interest  represents  the  minority  joint  venture
         partner's  proportionate  share  of the  equity  in  the  Partnership's
         consolidated joint venture. All significant  intercompany  accounts and
         transactions have been eliminated.

         The Partnership's investments in five joint ventures and the properties
         in Clinton, North Carolina, Miami, Florida and Austin, Texas, for which
         each  property  is  held  as  tenants-in-common  with  affiliates,  are
         accounted  for  using  the  equity  method  since  each  joint  venture
         agreement  requires  the consent of all  partners on all key  decisions
         affecting the operations of the underlying property.

         Cash and Cash Equivalents - The Partnership considers all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at commercial  banks and money market funds (some of which are
         backed by government  securities).  Cash equivalents are stated at cost
         plus accrued interest, which approximates market value.

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks  and  money  market  funds  may  exceed
         federally insured levels;  however, the Partnership has not experienced
         any losses in such accounts.

         Lease Costs - Other assets  include lease costs incurred in negotiating
         new leases and are amortized over the terms of the new leases using the
         straight-line method.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and property.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial reporting  purposes,  syndication costs represent a reduction
         of  Partnership  equity and a reduction in the basis of each  partner's
         investment.

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of  management  estimates  relate to the allowance for doubtful
         accounts  and future  cash flows  associated  with  long-lived  assets.
         Actual results could differ from those estimates.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2002  presentation,
         including a change in  presentation of the statement of cash flows from
         the  direct to the  indirect  method.  These  reclassifications  had no
         effect on total partners' capital, net income or cash flows.

         Statement  of  Financial  Accounting  Standards  No. 144 ("FAS  144") -
         Effective  January  1,  2002,  the  Partnership  adopted  Statement  of
         Financial  Accounting  Standards No. 144 "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets."  This  statement  requires  that a
         long-lived  asset be  tested  for  recoverability  whenever  events  or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost  basis.  The  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

         FASB  Interpretation  No. 46 ("FIN 46") - In January 2003,  FASB issued
         FASB  Interpretation  No. 46 ("FIN  46"),  "Consolidation  of  Variable
         Interest  Entities" to expand upon and strengthen  existing  accounting
         guidance  that  addresses  when a company  should  include  the assets,
         liabilities   and   activities  of  another  entity  in  its  financial
         statements.  To improve financial  reporting by companies involved with
         variable    interest   entities   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest entity be considered by a company if
         that  company is subject to a majority  risk of loss from the  variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests.  Consolidation of
         variable  interests  entities  will provide more  complete  information
         about  the  resources,  obligations,  risks  and  opportunities  of the
         consolidated  company.  The consolidation  requirements of FIN 46 apply
         immediately  to variable  interest  entities  created after January 31,
         2003,  and to older entities in the first fiscal year or interim period
         beginning  after June 15, 2003.  Management  believes  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements  with respect to the  Partnership's  unconsolidated  joint
         ventures or properties held with affiliates of the general  partners as
         tenants-in-common,  which are currently  accounted for under the equity
         method.  However,  such  consolidation is not expected to significantly
         impact the Partnership's results of operations.



<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


2.       Real Estate Properties with Operating Leases:
         --------------------------------------------

         Real estate properties with operating leases consisted of the following
         at December 31:
<TABLE>
<CAPTION>

                                                                       2002                 2001
                                                                -------------------   ------------------

 <c>
                   Land                                              $   8,305,217        $   7,575,420
                   Building                                              8,141,147            7,589,475
                                                                                      ------------------
                                                                -------------------
                                                                        16,446,364           15,164,895

                   Less accumulated depreciation                        (2,312,493 )         (2,018,353 )
                                                                -------------------   ------------------

                                                                     $  14,133,871        $  13,146,542
                                                                ===================   ==================
</TABLE>


         In September  2001,  the  Partnership  entered into an agreement with a
         third party to sell its property in North Richland  Hills,  Texas.  The
         Partnership  established  a provision  for  write-down of assets in the
         amount of $84,527. The provision represented the difference between the
         carrying  value of the property at December 31, 2001 and the  estimated
         fair value of the property.  The contract for the sale of this property
         was subsequently terminated.

         In June 2002, the  Partnership  reinvested the majority of the proceeds
         from the sale of the property in San Marcos, Texas and a portion of the
         return of capital received from CNL Restaurant Investments III from the
         sale of its  property in  Greensboro,  North  Carolina in a property in
         Houston,  Texas at an approximate  cost of $1,281,500.  The Partnership
         acquired this property from CNL Funding 2001-A, LP, an affiliate of the
         general partners.

         The following is a schedule of the future  minimum lease payments to be
         received on non-cancellable operating leases at December 31, 2002:

                     2003                                  $  1,999,864
                     2004                                     2,049,212
                     2005                                     2,063,061
                     2006                                     2,029,101
                     2007                                     1,378,700
                     Thereafter                               6,230,203
                                                        ----------------

                                                           $ 15,750,141
                                                        ================



<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


3.       Net Investment in Direct Financing Leases:
         -----------------------------------------

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:
<TABLE>
<CAPTION>

                                                                            2002                2001
                                                                      -----------------    ----------------

 <c>
                 Minimum lease payments receivable                        $ 11,279,784         $12,503,573
                 Estimated residual values                                   3,229,175           3,229,175
                 Less unearned income                                       (5,915,972 )        (6,821,516 )
                                                                      -----------------    ----------------

                 Net investment in direct financing leases                $  8,592,987         $ 8,911,232
                                                                      =================    ================
</TABLE>

         The  following  is a schedule of future  minimum  lease  payments to be
         received on the direct financing leases at December 31, 2002:

                      2003                                       $  1,268,229
                      2004                                          1,279,012
                      2005                                          1,280,347
                      2006                                          1,280,667
                      2007                                          1,323,570
                      Thereafter                                    4,847,959
                                                              ----------------

                                                                 $ 11,279,784
                                                              ================

4.       Investment in Joint Ventures:
         ----------------------------

         The Partnership has a 50%, a 10.51%,  a 40.95%,  a 69.06%,  a 13% and a
         6.69% interest in the profits and losses of CNL Restaurant  Investments
         III, Ashland Joint Venture,  Williston Real Estate Joint Venture, Ocean
         Shores Joint Venture, and a property in Clinton,  North Carolina, and a
         property in Miami, Florida,  held as tenants-in-common  with affiliates
         of the  general  partners.  The  remaining  interests  in  these  joint
         ventures are held by affiliates of the Partnership  which have the same
         general partners.

         In April 2001,  the  Partnership  used a portion of the sales  proceeds
         from the 2000 sale of its property in Lancaster,  New York to invest in
         a joint venture  arrangement,  CNL VIII,  X, XII Kokomo Joint  Venture,
         with CNL Income  Fund VIII,  Ltd.  and CNL Income  Fund XII,  Ltd.,  to
         purchase and hold one restaurant property. Each of the CNL Income Funds
         is an affiliate of the general  partners.  The joint  venture  acquired
         this property from CNL BB Corp., an affiliate of the general  partners.
         As of December 31, 2002, the Partnership had contributed  approximately
         $211,200  and owned a 10%  interest  in the  profits  and losses of the
         joint venture.

         In August 2001, Peoria Joint Venture,  in which the Partnership owned a
         52%  interest,  sold its  property to a third  party for  approximately
         $1,786,900  resulting  in  a  gain  of  approximately   $136,700.   The
         Partnership and the joint venture  partner  dissolved the joint venture
         in accordance with the joint venture  agreement and did not recognize a
         gain or loss on the dissolution. The Partnership received approximately
         $899,500  representing its pro rata share of the liquidation  proceeds.
         In  January  2002,  the   Partnership   reinvested  a  portion  of  the
         liquidation   proceeds   in   a   property   in   Austin,   Texas,   as
         tenants-in-common,  with CNL Income Fund XVIII,  Ltd.,  an affiliate of
         the general partners. The Partnership acquired this property from CNL

<PAGE>



                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         Funding  2001-A,  LP,  an  affiliate  of  the  general  partners.   The
         Partnership and CNL Income Fund XVIII,  Ltd.  entered into an agreement
         whereby  each  co-venturer  will share in the profits and losses of the
         property in proportion to its  applicable  percentage  interest.  As of
         December 31, 2002,  the  Partnership  had  contributed  $915,171 for an
         81.65% interest in this property.

         During  the year  ended  December  2001,  Ocean  Shores  Joint  Venture
         recorded  a  provision  for  write-down  of  assets  in the  amount  of
         $781,741,  relating  to its  Burger  King  property  in  Ocean  Shores,
         Washington,  because the tenant vacated the property and ceased payment
         of  rents  under  the  terms  of its  lease  agreement.  The  provision
         represented  the difference  between the carrying value of the property
         at December 31, 2001 and its estimated fair value.

         In May 2002, CNL Restaurant  Investments  III, in which the Partnership
         owns a 50% interest, sold its property in Greensboro, North Carolina to
         the tenant and received net sales proceeds of $1,143,500,  resulting in
         a gain to the joint venture of approximately  $371,500. The Partnership
         received  approximately  $571,700 as a return of capital from the joint
         venture. In addition, in June 2002, Ashland Joint Venture, in which the
         Partnership owns a 10.51% interest,  sold its property in Ashland,  New
         Hampshire to the tenant and received net sales  proceeds of $1,472,900,
         resulting in a gain of  approximately  $500,900.  Ashland Joint Venture
         used the  majority  of the  proceeds  to  invest in a  property  in San
         Antonio,  Texas at an approximate  cost of $1,343,000.  The Partnership
         and joint venture  acquired these  properties  from CNL Funding 2001-A,
         LP,  an  affiliate  of the  general  partners.  The  financial  results
         relating to the properties in  Greensboro,  North Carolina and Ashland,
         New Hampshire are reflected as Discontinued Operations in the condensed
         financial information below.

         CNL Restaurant  Investments  III owns and leases five  properties to an
         operator of national  fast-food  restaurants.  Ashland  Joint  Venture,
         Williston  Real Estate Joint Venture,  Ocean Shores Joint Venture,  CNL
         VIII, X, XII Kokomo Joint Venture and the Partnership and affiliates as
         tenants-in-common  in three  separate  tenancy-in-common  arrangements,
         each own and lease one property to an operator of national fast-food or
         family-style restaurants.

         The  following  presents  the  joint  ventures'   combined,   condensed
         financial information at December 31:

<TABLE>
<CAPTION>

                                                                           December 31,         December 31,
                                                                               2002                 2001
                                                                          ---------------      ---------------

 <c>
             Real estate properties with operating leases, net              $ 11,473,750          $ 9,345,940
             Net investment in direct financing leases                           633,362              640,381
             Real estate held for sale                                                --            1,760,504
             Cash                                                                 31,871               31,907
             Receivables                                                          20,476               74,611
             Accrued rental income                                                79,333               79,333
             Other assets                                                         27,511               24,639
             Liabilities                                                          11,670                7,593
             Partners' Capital                                                12,254,633           11,949,722

</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:
         ----------------------------------------
<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
                                                                      2002            2001             2000
                                                                 ---------------  --------------  ---------------

 <c>
           Continuing Operations:
                Revenues                                         $    1,315,445     $ 1,169,218                $
                                                                                                       1,187,855
                Expenses                                               (333,027 )      (269,115 )       (212,468 )
                Provision for write-down of assets                           --        (781,741 )             --
                                                                 ---------------  --------------  ---------------

                Income from Continuing Operations                       982,418         118,362          975,387
                                                                 ---------------  --------------  ---------------

           Discontinued Operations:
                Revenues                                                 83,519         220,753          216,226
                Expenses                                                (16,707 )       (54,907 )        (64,773 )
                Gain on disposal of real estate properties              872,385              --               --
                                                                 ---------------  --------------  ---------------
                                                                        939,197         165,846          151,453
                                                                 ---------------  --------------  ---------------

           Net Income                                               $ 1,921,615      $  284,208      $ 1,126,840
                                                                 ===============  ==============  ===============
</TABLE>

         The Partnership  recognized  income of $578,394,  a loss of $88,921 and
         income of $449,576  for the years ended  December  31,  2002,  2001 and
         2000, respectively, from these joint ventures.

5.       Discontinued Operations:
         -----------------------

         In April 2002, the Partnership  sold its property in San Marcos,  Texas
         to a third  party and  received  net sales  proceeds  of  approximately
         $1,161,100,  resulting in a gain of approximately $169,400. In December
         2002, the  Partnership  sold its property in Ft.  Pierce,  Florida to a
         third party and received net sales proceeds of approximately  $329,200,
         resulting  in a loss  of  approximately  $2,200.  The  Partnership  had
         recorded  provisions  for  write-down  of assets  totaling  $593,934 in
         previous  years  because  the  tenant  vacated  the  property  and  the
         Partnership  had not been able to re-lease the property.  The provision
         represented  the difference  between the carrying value of the property
         and its estimated fair value. The financial results of these properties
         are reflected as Discontinued  Operations in the accompanying financial
         statements.

         The  operating  results of the  discontinued  operations  for the above
         properties are as follows:
<TABLE>
<CAPTION>

                                                                        Year Ended December 31,
                                                                 2002            2001            2000
                                                             --------------  -------------   --------------

 <c>
                  Rental revenues                              $    56,677     $  104,024       $  103,829
                  Expenses                                         (40,538 )      (54,247 )        (27,884 )
                  Provision for write-down of assets                     -       (306,659 )       (287,275 )
                  Gain on sale of assets                           167,190             --               --
                                                             --------------  -------------   --------------
                  Income (Loss) from discontinued
                     operations                                $   183,329     $(  256,882 )      (211,330 )
                                                             ==============  =============   ==============
</TABLE>



<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


6.       Allocations and Distributions:
         -----------------------------

         From inception through December 31, 1999, all net income and net losses
         of the  Partnership,  excluding  gains  and  losses  from  the  sale of
         properties,  were allocated 99% to the limited partners and one percent
         to the general  partners.  From  inception  through  December 31, 1999,
         distributions  of net cash flow were made 99% to the  limited  partners
         and one percent to the general  partners.  However,  the one percent of
         net  cash  flow  to  be  distributed   to  the  general   partners  was
         subordinated to receipt by the limited  partners of an aggregate,  10%,
         cumulative,  noncompounded  annual  return  on their  adjusted  capital
         contributions (the "10% Preferred Return").

         From inception through December 31, 1999, generally, net sales proceeds
         from the sale of properties not in liquidation of the  Partnership,  to
         the extent distributed,  were distributed first to the limited partners
         in an  amount  sufficient  to  provide  them with  their 10%  Preferred
         Return, plus the return of their adjusted capital contributions.

         The  general   partners  then  received,   to  the  extent   previously
         subordinated   and  unpaid,   a  one  percent  interest  in  all  prior
         distributions   of  net  cash  flow  and  a  return  of  their  capital
         contributions. Any remaining sales proceeds were distributed 95% to the
         limited  partners  and five percent to the general  partners.  Any gain
         from the sale of a property not in liquidation of the Partnership  was,
         in  general,  allocated  in the same manner as net sales  proceeds  are
         distributable.  Any loss from the sale of a property  was,  in general,
         allocated  first,  on a pro  rata  basis,  to  partners  with  positive
         balances in their capital accounts; and thereafter,  95% to the limited
         partners and 5% to the general partners.

         Generally,  net sales  proceeds from a liquidating  sale of properties,
         will be used in the following order: (i) first to pay and discharge all
         of  the  Partnership's   liabilities  to  creditors,  (ii)  second,  to
         establish  reserves that may be deemed necessary for any anticipated or
         unforeseen liabilities or obligations of the Partnership,  (iii) third,
         to pay all of the Partnership's liabilities, if any, to the general and
         limited partners,  (iv) fourth,  after allocations of net income, gains
         and/or  losses,  to distribute  to the partners  with positive  capital
         accounts  balances,  in  proportion  to such  balances,  up to  amounts
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter,  any funds  remaining  shall then be distributed 95% to the
         limited partners and 5% to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  Partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be allocated  to the general  partners in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not receive any  distributions  during the years
         ended December 31, 2002, 2001 and 2000.

         During  the  years  ended  December  31,  2002,   2001  and  2000,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,600,004.  No distributions have been made to the general partners to
         date.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


7.       Income Taxes:
         ------------

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:

<TABLE>
<CAPTION>
                                                                           2002            2001            2000
                                                                       --------------  --------------  --------------

 <c>
             Net income for financial reporting purposes                 $ 3,027,152     $ 1,732,654     $ 2,465,788

             Effect of timing differences relating to
                 depreciation                                               (126,906)       (159,214)       (159,851)

             Direct financing leases recorded as operating
                 leases for tax reporting purposes                           308,494         253,735         226,323

             Effect of timing differences relating to equity
                  in earnings of unconsolidated joint ventures                41,104         635,668         (47,498)

             Effect of timing differences relating to gain on
                  sale of real estate properties                            (562,039)             --        (308,959)

             Provision for write-down of assets                                   --         391,186         287,275

             Effect of timing differences relating to
                  allowance for doubtful accounts                            (24,814)       (259,699)        161,599

             Accrued rental income                                            43,062         (32,350)        (78,478)

             Deferred rental income                                          (24,962)        (1,645)              --

             Rents paid in advance                                            68,542          25,046           7,687

             Effect of timing differences relating to minority
                  interest of consolidated joint venture                        (634)          1,089           1,108

             Deduction of transaction costs for tax reporting
                  purposes                                                        --              --        (219,525)

             Other                                                                --              --           9,432
                                                                       --------------  --------------  --------------

             Net income for federal income tax purposes                  $ 2,748,999     $ 2,586,470     $ 2,344,901
                                                                       ==============  ==============  ==============
</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


8.       Related Party Transactions:
         --------------------------

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL APF  Partners,  LP, a wholly owned  subsidiary of CNL American
         Properties Fund, Inc. ("APF") served as the Partnership's advisor until
         January 1, 2002,  when it assigned its rights and  obligations  under a
         management  agreement to RAI Restaurants,  Inc.  (formerly known as CNL
         Restaurants  XVIII,  Inc.). RAI Restaurants,  Inc. ("the Advisor") is a
         wholly owned  subsidiary of APF. The  individual  general  partners are
         stockholders and directors of APF.

         The Advisor provides services  pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership has agreed to
         pay the Advisor an annual,  noncumulative,  subordinated management fee
         of one  percent of the sum of gross  revenues  from  properties  wholly
         owned by the Partnership and the Partnership's allocable share of gross
         revenues from joint ventures, but not in excess of competitive fees for
         comparable  services.  These fees will be incurred  and will be payable
         only after the limited partners receive their 10% Preferred Return. Due
         to the fact that these fees are noncumulative,  if the limited partners
         do not receive their 10% Preferred  Return in any  particular  year, no
         management  fees will be due or payable  for such year.  As a result of
         such threshold, no management fees were incurred during the years ended
         December 31, 2002, 2001, and 2000.

         The Advisor is are also  entitled  to receive a deferred,  subordinated
         real  estate  disposition  fee,  payable  upon  the sale of one or more
         properties based on the lesser of one-half of a competitive real estate
         commission  or  3% of  the  sales  price  if  the  Advisor  provides  a
         substantial amount of services in connection with the sale. However, if
         the net sales  proceeds are  reinvested in a replacement  property,  no
         such  real  estate   disposition  fees  will  be  incurred  until  such
         replacement   property  is  sold  and  the  net  sales   proceeds   are
         distributed.   In  addition,   the  real  estate   disposition  fee  is
         subordinated to the receipt by the limited  partners of their aggregate
         10% Preferred  Return,  plus their adjusted capital  contributions.  No
         deferred,  subordinated real estate disposition fees have been incurred
         since inception.

         During  2001,  the  Partnership,  CNL Income Fund VIII,  Ltd.,  and CNL
         Income Fund XII,  Ltd.  invested in a joint  venture  arrangement,  CNL
         VIII, X, XII Kokomo Joint  Venture to acquire a Golden Corral  property
         from CNL BB Corp., an affiliate of the general  partners for a purchase
         price of  $2,112,011.  CNL Income Fund VIII,  Ltd.  and CNL Income Fund
         XII, Ltd. are  affiliates  of the general  partners.  CNL BB Corp.  had
         purchased  and  temporarily  held  title to this  property  in order to
         facilitate the  acquisition  of the property by the joint venture.  The
         purchase price paid by the joint venture  represents the costs incurred
         by CNL BB Corp. to acquire and carry the property.

         In January 2002, the  Partnership  and CNL Income Fund XVIII,  Ltd., as
         tenants-in-common,  acquired  a  property,  in  Austin,  Texas,  for  a
         purchase price of approximately  $1,120,800. In addition, in June 2002,
         the  Partnership  acquired a property in Houston,  Texas for a purchase
         price of  approximately  $1,281,500  and,  in a  separate  transaction,
         Ashland Joint Venture acquired a property in San Antonio,  Texas for an
         approximate  cost  of  $1,343,000.   The  Partnership   acquired  these
         Properties  from CNL Funding  2001-A,  LP, an  affiliate of the general
         partners.  CNL Funding 2001-A,  LP had purchased and  temporarily  held
         title to the properties in order to facilitate  the  acquisition of the
         properties by the Partnership  and the joint  ventures.  The respective
         purchase  prices  paid  by  the  Partnership  and  the  joint  ventures
         represented the costs incurred by CNL Funding 2001-A, LP to acquire and
         carry the properties.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


8.       Related Party Transactions - Continued:
         --------------------------------------

         During  the  years  ended  December  31,  2002,  2001,  and  2000,  the
         Partnership's  advisor  and  its  affiliates  provided  accounting  and
         administrative  services.  The Partnership incurred $209,751,  $204,843
         and $100,929 for the years ended  December  31, 2002,  2001,  and 2000,
         respectively, for such services.

         The  amounts  due to related  parties at  December  31,  2002 and 2001,
         totaled $17,330 and $5,539, respectively.

9.       Concentration of Credit Risk:
         ----------------------------

         The following  schedule  presents total rental revenues from individual
         lessees,  or affiliated groups of lessees,  each representing more than
         10%  of  the  Partnership's   total  rental  revenues   (including  the
         Partnership's share of total rental revenues from unconsolidated  joint
         ventures and the properties held as  tenants-in-common  with affiliates
         of the general partners) for each of the years ended December 31:
<TABLE>
<CAPTION>

                                                              2002               2001                2000
                                                         ---------------    ---------------     ---------------

 <c>
          Golden Corral Corporation                           $ 743,095         $  702,567          $  707,882
          Jack in the Box Inc. (and Jack in
              the Box Eastern Division, L.P.
              in 2002 and 2001)                                 450,222            506,446             517,974
          Carrols Corp.                                         412,820                N/A                 N/A
          Burger King Corporation                                   N/A            339,808                 N/A
</TABLE>

         In addition, the following schedule presents total rental revenues from
         individual  restaurant  chains,  each representing more than 10% of the
         Partnership's  total rental revenues (including the Partnership's share
         of total rental  revenues from  unconsolidated  joint  ventures and the
         properties  held as  tenants-in-common  with  affiliates of the general
         partners) for each of the years ended December 31:
<TABLE>
<CAPTION>

                                                          2002                 2001                2000
                                                     ----------------     ----------------    ---------------

 <c>
              Golden Corral Family
                  Steakhouse Restaurant                   $  743,095           $  702,567         $  707,882
              Burger King                                    678,506              741,334            791,749
              Jack in the Box                                450,222              506,446            517,974
              Hardee's                                       378,031              384,914            390,528
</TABLE>

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,   the  tenant  did  not  represent  more  than  10%  of  the
         Partnership's total rental revenues.

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains could significantly  impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


10.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2002 and
         2001:
<TABLE>
<CAPTION>

                  2002 Quarter              First         Second          Third         Fourth            Year
         -------------------------------  -----------  -------------   ------------  -------------   ---------------

 <c>
         Continuing Operations (1):
           Revenues                        $ 719,282      $ 687,982      $ 758,148      $ 771,329       $ 2,936,741
           Equity in earnings of joint
              ventures                        82,433        329,671         89,270         77,020           578,394
           Income from discontinued
              operations                     611,433        851,693        686,325        694,372         2,843,823

         Discontinued operations (1):
           Revenues                           24,242         32,435             --             --            56,677
           Income (Loss) from
              discontinued operations         15,533        185,995         (9,245 )       (8,954)           83,329

         Net Income                        $ 626,966    $ 1,037,688      $ 677,080      $ 685,418       $ 3,027,152

         Net Income (Loss) per limited partner unit:

           Continuing operations             $  0.15       $   0.21       $   0.16       $   0.19         $    0.71
           Discontinued operations              0.01           0.05           0.01          (0.02 )            0.05
                                          -----------  -------------   ------------  -------------   ---------------

                Total                        $  0.16       $   0.26       $   0.17       $   0.17         $    0.76
                                          ===========  =============   ============  =============   ===============

</TABLE>


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


10.      Selected Quarterly Financial Data - Continued:
         ---------------------------------------------
<TABLE>
<CAPTION>

                  2001 Quarter              First         Second          Third         Fourth            Year
         -------------------------------  -----------  -------------   ------------  -------------   ---------------

 <c>
         Continuing Operations (1):
           Revenues                        $ 713,590      $ 700,901      $ 698,255      $ 726,532       $ 2,839,278
           Equity  (loss)  in  earnings
              of joint ventures              109,541         96,846       (379,183 )       83,875           (88,921 )
           Income from continuing
              operations                     575,334        638,502        113,820        661,880         1,989,536

         Discontinued Operations (1):
           Revenues                           26,119         25,957         25,957         25,991           104,024
           Income (loss) from
              discontinued operations         12,751         12,126       (295,244 )       13,485          (256,882 )

         Net Income (Loss)                 $ 588,085      $ 650,628      $(181,424 )    $ 675,365       $ 1,732,654

         Net Income (Loss) per limited partner unit:

           Continuing operations             $  0.14       $   0.15       $   0.03       $   0.16         $    0.48
           Discontinued operations              0.01           0.01          (0.08 )         0.01             (0.05 )
                                          -----------  -------------   ------------  -------------   ---------------
                Total                        $  0.15       $   0.16       $  (0.05 )     $   0.17         $    0.43
                                          ===========  =============   ============  =============   ===============
</TABLE>

          (1)   Certain items in the prior years' financial statements have been
                reclassified   to   conform   to   2002   presentation.    These
                reclassifications  had no effect on net  income.  The results of
                operations  relating to properties  that were either disposed of
                or that were classified as held for sale as of December 31, 2002
                are  reported  as  discontinued   operations.   The  results  of
                operations  relating to properties that were identified for sale
                as of December  31, 2001 but sold  subsequently  are reported as
                continuing operations.



<PAGE>

                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                                    CONTENTS






                                                                  Page

Report of Independent Certified Public Accountants                  1

Financial Statements:

     Balance Sheets                                                 2

     Statements of Income                                           3

     Statements of Partners' Capital                                4

     Statements of Cash Flows                                     5-6

     Notes to Financial Statements                                7-9








               Report of Independent Certified Public Accountants



To the Partners
CNL Ocean Shores Joint Venture


In our opinion,  the  accompanying  balance sheet and the related  statements of
operations,  of  partners'  capital  and of cash flows  present  fairly,  in all
material  respects,  the financial position of CNL Ocean Shores Joint Venture (a
Florida  limited  partnership)  at  December  31,  2001,  and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We  conducted  our audit of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP


Orlando, Florida
February 8, 2002

<page>
                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                                  BALANCE SHEET

<TABLE>
<CAPTION>


                                                                                2001
                                                                          ------------------

 <c>
                             ASSETS
    Land and building, net                                                       $  387,104
    Net investment in direct financing lease                                             --
    Cash                                                                                596
    Receivables, less allowance for doubtful
         accounts of $91,258 in 2001                                                     --
    Accrued rental income                                                                --
    Other assets                                                                        284
                                                                          ------------------

                                                                                 $  387,984
                                                                          ==================

               LIABILITIES AND PARTNERS' CAPITAL

    Partners' capital                                                               387,984
                                                                          ------------------

                                                                                 $  387,984
                                                                          ==================
</TABLE>
                See accompanying notes to financial statements.
<page>

                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>




                                                                      Year Ended December 31,
                                                                      2001               2000
                                                                 ----------------   ---------------
                                                                                     (unaudited)

 <c>
 Revenues:
      Rental income from operating leases                             $   33,503         $  40,887
      Earned income from direct financing leases                              --            79,393
      Interest and other income                                               --               535
                                                                 ----------------   ---------------
                                                                          33,503           120,815
                                                                 ----------------   ---------------
 Expenses:
      General operating and administrative                                 1,695             1,508
      Provision for doubtful accounts                                        931                --
      Professional services                                                  624               398
      Depreciation and amortization                                       15,122                --
      Provision for write-down of assets                                 781,741                --
                                                                 ----------------   ---------------
                                                                         800,113             1,906
                                                                 ----------------   ---------------

 Net (Loss) Income                                                    $ (766,610  )     $  118,909
                                                                 ================   ===============

 Allocation of Net (Loss)Income
      CNL Income Fund X, Ltd.                                         $ (529,421  )      $  82,119
      CNL Income Fund XVII, Ltd.                                        (237,189  )         36,790
                                                                 ----------------   ---------------

                                                                      $ (766,610  )     $  118,909
                                                                 ================   ===============
</TABLE>
                See accompanying notes to financial statements.
<page>



                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                     Years Ended December 31, 2001 and 2000
<TABLE>
<CAPTION>

                                                    CNL Income Fund X, Ltd.                   CNL Income Fund XVII, Ltd.
                                   ---------------------------------------------   ---------------------------------------------
                                                                    Accumulated                                    Accumulated
                                   Contributions   Distributions      Earnings     Contributions  Distributions     Earnings
                                   -------------  --------------   -------------   -------------  -------------   --------------

 <c>

Balance, December 31, 1999
    (unaudited)                    $   802,432     $    (70,190 ) $      76,291   $    359,485   $    (31,447 )    $   34,180

    Contributions from joint
       venture partners                    (12 )             --              --             12             --              --
    Distributions to joint venture          --          (69,414 )            --             --        (31,098 )            --
    Net income                              --               --          82,119             --             --          36,790
                                  -------------   --------------  --------------  -------------  -------------   -------------

Balance, December 31, 2000
    (unaudited)                        802,420         (139,604 )       158,410        359,497        (62,545 )        70,970

    Distributions to joint venture          --          (23,863 )            --             --        (10,691 )            --
    Net loss                                --               --        (529,421 )           --             --        (237,189 )
                                  -------------   --------------  --------------  -------------  -------------   -------------

Balance, December 31, 2001        $    802,420     $   (163,467 )  $   (371,011 )  $   359,497    $   (73,236 )   $  (166,219 )
                                  =============   ==============  ==============  =============  =============   =============




      Total
  --------------



 $  1,170,751


           --
     (100,512 )
      118,909
--------------


    1,189,148

      (34,554 )
     (766,610 )
--------------

    $ 387,984
==============

</TABLE>
                See accompanying notes to financial statements.
<page>

                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>




                                                                         Years Ended December 31,
                                                                         2001               2000
                                                                    ---------------    ---------------
                                                                                        (unaudited)

 <c>
Increase (Decrease) in Cash and Cash Equivalents:

      Cash Flows from Operating Activities:
         Cash received from tenants                                      $  27,997          $ 111,703
         Cash paid for expenses                                             (2,356 )           (1,992 )
                                                                    ---------------    ---------------
             Net cash provided by operating activities                      25,641            109,711
                                                                    ---------------    ---------------

      Cash Flows from Investing Activities:

             Net cash used in investing activities                              --                 --
                                                                    ---------------    ---------------

      Cash Flows from Financing Activities:
         Distributions to CNL Income Fund X, Ltd.                          (23,863 )          (69,414 )
         Distributions to CNL Income Fund XVII,
             Ltd.                                                          (10,691 )          (31,098 )
                                                                    ---------------    ---------------

             Net cash used in financing activities                         (34,554 )         (100,512
                                                                    ---------------    ---------------

Net Increase (Decrease) in Cash                                             (8,913 )            9,199

Cash at Beginning of Year                                                    9,509                310
                                                                    ---------------    ---------------

Cash at End of Year                                                       $    596          $   9,509
                                                                    ===============    ===============
</TABLE>
<page>

                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED


<TABLE>
<CAPTION>




                                                                                 Years Ended December 31,
                                                                                  2001              2000
                                                                             ---------------    --------------
                                                                                                 (unaudited)

 <c>
     Reconciliation of Net Income to Net Cash
         Provided by Operating Activities:

           Net (Loss) Income                                                      $(766,610 )       $ 118,909
                                                                             ---------------    --------------
           Adjustments to reconcile net income to
              net cash provided by operating
              activities:
                  Depreciation                                                       15,122                --
                  Decrease in net investment in
                     direct financing leases                                          3,361             9,763
                  Provision for write-down of assets                                781,741                --
                  Decrease (increase) in receivables                                     70            (1,001 )
                  Provision for doubtful accounts                                       931                --
                  Increase in accrued rental income                                  (8,937 )         (17,874 )
                  Decrease (increase) in other assets                                   (37 )              52
                  (Increase) decrease in accounts
                     payable                                                             --              (138 )
                                                                             ---------------    --------------
                       Total adjustments                                            792,251            (9,198 )
                                                                             ---------------    --------------

     Net Cash Provided by Operating Activities                                     $ 25,641         $ 109,711
                                                                             ===============    ==============
</TABLE>
                See accompanying notes to financial statements.
<page>
                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                      Years Ended December 31, 2001and 2000


1.       Significant Accounting Policies:

         Organization  and Nature of Business - CNL Ocean Shores  Joint  Venture
         (the  "Joint  Venture")  is a  Florida  limited  partnership  that  was
         organized for the purpose of acquiring a real property located in Ocean
         Shores,  Washington to be leased primarily to an operator of a national
         or regional  fast-food and family-style  restaurant chain. The partners
         of the joint  venture are CNL Income  Fund X, Ltd.  and CNL Income Fund
         XVII,  Ltd.  (the  "Co-Venturers"),   which  are  limited  partnerships
         organized pursuant to the laws of the state of Florida. CNL Income Fund
         X, Ltd.  holds a 69.06%  interest  in the Joint  Venture and CNL Income
         Fund XVII,  Ltd.  holds a 30.94%  interest.  The Joint  Venture  has an
         initial term of twenty years unless  terminated at the option of either
         Co-Venturer  after an  event  of  dissolution.  Events  of  dissolution
         include bankruptcy,  insolvency or termination of any co-venturer, sale
         of the property and mutual  agreement of the  Co-Venturers  to dissolve
         the joint  venture.  During the year ended  December  2001,  the tenant
         vacated the property and ceased payment of rents under the terms of its
         lease  agreement.   The  general  partners  are  currently   seeking  a
         replacement tenant or purchaser for this property.

         The joint venture arrangement provides for the Co-Venturers to share in
         all costs and  benefits  in  proportion  to each  partners'  percentage
         interest.  The Co-Venturers share management control equally. The joint
         venture  agreement  restricts  each  Co-Venturer's   ability  to  sell,
         transfer or assign its joint venture interest without first offering it
         for sale to its joint  venture  partner,  either  upon  such  terms and
         conditions as to which the Co-Venturers, may agree or, in the event the
         Co-Venturers  cannot  agree,  on the same terms and  conditions  as any
         offer from a third party to purchase such joint venture interest.  In a
         dissolution, liquidation proceeds, after paying joint venture debts and
         liabilities  and  funding  reserves  for  contingent  liabilities,  are
         distributed  first to the  Co-Venturers  with positive  capital account
         balances in proportion to such balances until such balances equal zero,
         and thereafter, in proportion to each Co-Venturer's percentage interest
         in the joint venture.

         The  Co-Venturers'  general  partners are CNL Realty  Corporation  (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr.  Seneff and Mr.  Bourne are also 50%  shareholders  of the
         Corporate  General  Partner.  The general  partners of the Co-Venturers
         have responsibility for managing the day-to-day operations of the joint
         venture.

         Real  Estate and Lease  Accounting  - The Joint  Venture  recorded  the
         acquisition of the land and building at cost, including acquisition and
         closing costs.  The land and building was leased to an unrelated  third
         party on a triple-net basis, whereby the tenant was responsible for all
         operating expenses relating to the property,  including property taxes,
         insurance,  maintenance and repairs.  The lease was accounted for using
         the direct  financing method for the building portion and the operating
         method for the land portion. Such methods are described below:

                  Direct  financing  method - The leases accounted for using the
                  direct  financing  method are recorded at their net investment
                  (which at the inception of the lease generally  represents the
                  cost of the asset).  Unearned income is deferred and amortized
                  to income  over the lease  terms so as to  produce a  constant
                  periodic rate of return on the joint  venture's net investment
                  in the leases.

                  Operating   method  -  The  leases  accounted  for  using  the
                  operating   method  are   recorded  at  cost  and  revenue  is
                  recognized as rentals are earned.  When scheduled rentals vary
                  during the lease term, income is recognized on a straight-line
                  basis so as to produce a constant periodic rent over the lease
                  term commencing on the date the property is placed in service.


<page>
                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                      Years Ended December 31, 2001and 2000


1.       Significant Accounting Policies (Continued):

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled rental payments to date.  Whenever a tenant defaults
                  under  the  terms  of  its  lease  or  events  or  changes  in
                  circumstances  indicate  that the  tenant  will not  lease the
                  property  through the end of the lease term, the joint venture
                  records a charge to reduce the  carrying  value to its current
                  value.

         During  2001,  the  tenant  of  this  property  experienced   financial
         difficulties,  vacated the property  and ceased  payment of rents under
         the terms of the lease agreement.  As a result,  during 2001, the Joint
         Venture  reclassified  the building  portion of the  property  from net
         investment in direct  financing  lease to land and building.  The Joint
         Venture recorded the reclassified  asset at fair value,  which was less
         than cost,  through the  recording  of a provision  for  write-down  of
         assets in the amount of $781,741.

         When the  collection  of amounts  recorded as rental or other income is
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful accounts,  which is netted against  receivables,
         although  the  Partnership  continues  to  pursue  collection  of  such
         amounts.  If amounts are subsequently  determined to be  uncollectible,
         the  corresponding  receivable and the allowance for doubtful  accounts
         are decreased  accordingly.  During 2001, the Joint Venture  recorded a
         $91,258 allowance for doubtful accounts.

         Cash - Cash  accounts are  maintained on behalf of the joint venture at
         commercial banks.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and property.  See "Income
         Taxes"  footnote  for a  reconciliation  of net  income  for  financial
         reporting purposes to net income for federal income tax purposes.

         Use of Estimates - The general  partners of the joint venture have made
         a number of  estimates  and  assumptions  relating to the  reporting of
         assets and  liabilities  and the  disclosure of  contingent  assets and
         liabilities to prepare these  financial  statements in conformity  with
         generally accepted  accounting  principles.  The more significant areas
         requiring the use of management  estimates  relate to the allowance for
         doubtful  accounts  and future cash flows  associated  with  long-lived
         assets. Actual results could differ from those estimates.

         Statement of Financial  Accounting  Standards  No. 144 ("FAS 144") - In
         October 2001, the Financial Accounting Standards Board issued Statement
         of  Financial   Accounting   Standards  No.  144  "Accounting  for  the
         Impairment or Disposal of Long-Lived  Assets".  This statement requires
         that a long-lived asset be tested for recoverability whenever events or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost basis.  The  adoption of FAS 144 did not have any
         effect on the joint  venture's  recording of impairment  losses as this
         Statement   retained  the   fundamental   provisions  of  FAS  No.  121
         "Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
         Assets to be Disposed of."
<page>
                         CNL OCEAN SHORES JOINT VENTURE
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2001, 2000, and 1999


2.       Land and Buildings:

         Land and building consist of the following at December 31:
<TABLE>
<CAPTION>

                                                                    2001                  2000
                                                              -----------------     -----------------
                                                                                         (unaudited)


 <c>
                  Land                                              $  120,916            $  351,015
                  Buildings                                            281,310                    --
                                                              -----------------     -----------------
                                                                       402,226               351,015
                  Less accumulated depreciation                         15,122                    --
                                                              -----------------     -----------------

                                                                    $  387,104            $  351,015
                                                              =================     =================
</TABLE>

3.       Income Taxes:

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>

                                                                           2001            2000
                                                                       --------------  --------------
                                                                                        (unaudited)


 <c>
             Net income for financial reporting purposes                 $ (766,610)     $   118,909

             Depreciation for tax reporting purposes in excess
                 of depreciation for financial reporting
                 purposes                                                    (5,132)        (20,255)

             Direct financing leases recorded as operating
                 leases for tax reporting purposes                            3,360           9,763

             Provision for write-down of assets                             781,741              --

             Allowance for doubtful accounts                                 91,258              --

             Accrued rental income                                           (8,937)        (17,874)

             Other                                                             (200)          (200)
                                                                       --------------  --------------

             Net income for federal income tax purposes                  $   95,480       $  90,343
                                                                       ==============  ==============

</TABLE>

<PAGE>


Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

         None.


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
A.  Bourne  and CNL  Realty  Corporation,  a Florida  corporation.  The  General
Partners  manage  and  control  the  Partnership's   affairs  and  have  general
responsibility   and  the  ultimate  authority  in  all  matters  affecting  the
Partnership's  business.  The  Partnership  has  available  to it the  services,
personnel and experience of CNL American Properties Fund, Inc. ("APF"), CNL Fund
Advisors, Inc., CNL Financial Group, Inc. and their affiliates, all of which are
affiliates of the General Partners.

         James M. Seneff, Jr., age 56. Since 1971, Mr. Seneff has been active in
the  acquisition,  development,  and  management  of real estate  projects  and,
directly or through an  affiliated  entity,  has served as a general  partner or
co-venturer in over 100 real estate  ventures.  These ventures have involved the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels, and other real estate. Mr. Seneff has
served as Director  and  Chairman of the Board of APF, a public,  unlisted  real
estate  investment  trust,  since 1994.  Mr.  Seneff  served as Chief  Executive
Officer  of APF from 1994  through  August  1999,  and has  served  as  co-Chief
Executive  Officer of APF since  December 2000. Mr. Seneff served as Chairman of
the Board and Chief Executive Officer of CNL Fund Advisors,  Inc.,  formerly the
Partnership's advisor, until it merged with a wholly-owned  subsidiary of APF in
September  1999, and in June 2000, was re-elected to those positions of CNL Fund
Advisors, Inc. Mr. Seneff is a principal stockholder of CNL Holdings,  Inc., the
parent  company of CNL  Financial  Group,  Inc.  (formerly CNL Group,  Inc.),  a
diversified real estate company,  and has served as a Director,  Chairman of the
Board and  Chief  Executive  Officer  of CNL  Financial  Group,  Inc.  since its
formation in 1980.  CNL  Financial  Group,  Inc. is the parent  company,  either
directly or indirectly through subsidiaries,  of CNL Real Estate Services, Inc.,
CNL Capital Markets,  Inc., CNL Investment Company and CNL Securities Corp., all
of which are engaged in the  business of real estate  finance.  Mr.  Seneff also
serves as a Director,  Chairman of the Board and Chief Executive  Officer of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust,
as well as, CNL  Hospitality  Corp.,  its advisor.  In addition,  he serves as a
Director,  Chairman of the Board and Chief  Executive  Officer of CNL Retirement
Properties,  Inc.,  a public,  unlisted  real  estate  investment  trust and its
advisor,  CNL  Retirement  Corp.  Since  1992,  Mr.  Seneff has also served as a
Director,  Chairman of the Board and Chief  Executive  Officer of Commercial Net
Lease Realty,  Inc., a public real estate investment trust that is listed on the
New York Stock Exchange.  Mr. Seneff has also served as a Director,  Chairman of
the Board and Chief Executive  Officer of CNL Securities  Corp.  since 1979; CNL
Investment  Company  since  1990;  and  CNL  Institutional  Advisors,   Inc.,  a
registered investment advisor for pension plans, since 1990. Mr. Seneff formerly
served  as a  Director  of First  Union  National  Bank of  Florida,  N.A.,  and
currently  serves as the  Chairman  of the Board of CNL  Bank,  an  independent,
state-chartered  commercial  bank. Mr. Seneff  previously  served on the Florida
State Commission on Ethics and is a former member and past Chairman of the State
of Florida Investment Advisory Council, which recommends to the Florida Board of
Administration  investments for various Florida employee  retirement  funds. The
Florida Board of Administration,  Florida's  principal  investment  advisory and
money  management  agency,  oversees the  investment of more than $60 billion of
retirement funds. Mr. Seneff received his degree in Business Administration from
Florida State University in 1968.

         Robert A.  Bourne,  age 55. Mr.  Bourne has  participated  as a general
partner  or  co-venturer  in over  100  real  estate  ventures  involved  in the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment complexes,  hotels, and other real estate. Mr. Bourne is a
Director  of APF.  Mr.  Bourne  served as  President  of APF from  1994  through
February  1999. He also served as Treasurer  from  February 1999 through  August
1999  and from May  1994  through  December  1994.  He also  served  in  various
executive  positions  with CNL Fund  Advisors,  Inc.  prior to its merger with a
wholly-owned subsidiary of APF including,  President from 1994 through September
1997, and Director from 1994 through August 1999. Mr. Bourne serves as President
and  Treasurer of CNL  Financial  Group,  Inc.;  Director,  Vice Chairman of the
Board, and Treasurer , and from 1997 until June 2002 served as President, of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust;
as well as, Director,  Vice Chairman of the Board, and Treasurer,  and from 1997
until June 2002 served as President,  of CNL Hospitality Corp., its advisor.  In
addition,  Mr.  Bourne  serves as  Director,  Vice  Chairman  of the Board,  and
Treasurer,  and from 1997 until June 2002 served as President, of CNL Retirement
Properties, Inc., a public, unlisted real estate investment trust; as well as, a
Director,  Vice Chairman of the Board,  and Treasurer,  and from 1997 until June
2002 served as President,  of its advisor,  CNL Retirement Corp. Mr. Bourne also
serves as a Director of CNL Bank. He has served as a Director  since 1992,  Vice
Chairman of the Board since February 1996, Secretary and Treasurer from February
1996 through  1997,  and  President  from July 1992 through  February  1996,  of
Commercial Net Lease Realty,  Inc., a public real estate investment trust listed
on the New York Stock  Exchange.  Mr. Bourne also serves as Director,  President
and Treasurer for various affiliates of CNL Financial Group, Inc. including, CNL
Investment Company, CNL Securities Corp. and CNL Institutional Advisors, Inc., a
registered  investment advisor for pension plans. Mr. Bourne began his career as
a certified public  accountant  employed by Coopers & Lybrand,  Certified Public
Accountants,  from 1971  through  1978,  where he attained  the  position of Tax
Manager in 1975.  Mr. Bourne  graduated  from Florida  State  University in 1970
where he received a B.A. in Accounting, with honors.

         Curtis B.  McWilliams,  age 47. Mr.  McWilliams  has served as Co-Chief
Executive  Officer of APF since  December  2000 and  previously  served as Chief
Executive  Officer from  September  1999  through  December  2000.  Prior to the
acquisition of CNL Fund Advisors,  Inc., Mr.  McWilliams  served as President of
APF from  February  1999 until  September  1999.  From February 1998 to February
1999, he served as Executive  Vice President of APF. Mr.  McWilliams  joined CNL
Financial  Group,  Inc. in April 1997 and served as an Executive  Vice President
from October 1997 until September 1999. In addition,  Mr.  McWilliams  served as
President  of CNL Fund  Advisors,  Inc.  and CNL  Financial  Services,  Inc.,  a
corporation  engaged in the business of real estate  financing,  from April 1997
until the  acquisition of such entities by  wholly-owned  subsidiaries of APF in
September  1999.  From  September  1983 through March 1997,  Mr.  McWilliams was
employed by Merrill  Lynch & Co. The  majority of his career at Merrill  Lynch &
Co.  was in the  Investment  Banking  division  where he  served  as a  Managing
Director.  Mr.  McWilliams  received  a  B.S.E.  in  Chemical  Engineering  from
Princeton University in 1977 and a Master of Business Administration degree with
a concentration in finance from the University of Chicago in 1983.

         Steven  D.  Shackelford,  age  39.  Mr.  Shackelford  was  promoted  to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief  Financial  Officer  since January 1997 and has served as Secretary and
Treasurer of APF since September 1999. He also served as Chief Financial Officer
of CNL Fund Advisors,  Inc. from September  1996 to September  1999.  From March
1995 to July 1996, Mr.  Shackelford  was a senior manager in the national office
of Price  Waterhouse LLP where he was responsible  for advising  foreign clients
seeking to raise capital and a public listing in the United States.  From August
1992 to March  1995,  he was a  manager  in the  Paris,  France  office of Price
Waterhouse, serving several multi-national clients. Mr. Shackelford was an audit
staff and  senior  from  1986 to 1992 in the  Orlando,  Florida  office of Price
Waterhouse.  Mr.  Shackelford  received a Bachelor of Arts degree in Accounting,
with honors, and a Master of Business  Administration  degree from Florida State
University and is a certified public accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act requires the General  Partners,  the
officers of the  corporate  General  Partner,  and persons who own more than ten
percent  of  a  registered  class  of  the   Partnership's   equity   securities
(collectively,  the  "Reporting  Persons"),  to file  reports of  ownership  and
changes in  ownership  on Forms 3, 4 and 5 with the SEC.  Reporting  Persons are
required by SEC regulation to furnish the  Partnership  with copies of all Forms
3, 4 and 5 that they file.

         Based  solely on the  General  Partners'  review of the  copies of such
forms the  Partnership  has  received and written  representations  from certain
Reporting  Persons  that they  were not  required  to file  Forms 5 for the last
fiscal year, the General  Partners  believe that all Reporting  Persons complied
with all filing  requirements  applicable  to them with respect to  transactions
during fiscal 2002.



<PAGE>


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates.  There are no compensatory plans or arrangements  regarding
termination of employment or change of control.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 10,  2003,  no person was known to the  Registrant  to be a
beneficial owner of more than 5% of the Units.

         The following  table sets forth,  as of March 10, 2003,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

                    Title of Class                           Name of Partner                 Percent of Class

 <c>
           General Partnership Interests                James M. Seneff, Jr.                           45%
                                                        Robert A. Bourne                               45%
                                                        CNL Realty Corporation                         10%
                                                                                                   --------
                                                                                                      100%
                                                                                                   ========
</TABLE>

         Neither the General  Partners,  nor any of their  affiliates,  owns any
interest in the Registrant, except as noted above.

         The Partnership has no equity compensation plans.


<PAGE>


Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 2002,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2002
----------------------------------     --------------------------------------      ------------------------------

 <c>
Reimbursement  to affiliates  for      Operating  expenses are reimbursed at       Accounting    and
operating expenses                     the  lower  of  cost  or  90%  of the       administra-tive     services:
                                       prevailing  rate at which  comparable       $209,751
                                       services  could have been obtained in
                                       the     same     geographic     area.
                                       Affiliates  of the  General  Partners
                                       from  time  to  time  incur   certain
                                       operating  expenses  on behalf of the
                                       Partnership     for     which     the
                                       Partnership       reimburses      the
                                       affiliates without interest.

Annual, subordinated manage-           One  percent  of  the  sum  of  gross       $-0-
ment fee to affiliates                 operating  revenues  from  Properties
                                       wholly owned by the Partnership plus the
                                       Partnership's allocable share of gross
                                       revenues of joint ventures in which the
                                       Partnership is a co-venturer,
                                       subordinated to certain minimum returns
                                       to the Limited Partners. The management
                                       fee will not exceed competitive fees for
                                       comparable services. Due to the fact that
                                       these fees are noncumulative, if the
                                       Limited Partners have not received their
                                       10% Preferred Return in any particular
                                       year, no management fees will be due or
                                       payable for such year.

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2002
---------------------------------      --------------------------------------      ------------------------------

 <c>
Deferred,    subordinated   real       A deferred,  subordinated real estate       $-0-
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount equal to the lesser of (i)
                                       one-half of a competitive real estate
                                       commission, or (ii) 3% of the sales price
                                       of such Property or Properties. Payment
                                       of such fee shall be made only if
                                       affiliates of the General Partners
                                       provide a substantial amount of services
                                       in connection with the sale of a Property
                                       or Properties and shall be subordinated
                                       to certain minimum returns to the Limited
                                       Partners. However, if the net sales
                                       proceeds are reinvested in a replacement
                                       Property, no such real estate disposition
                                       fee will be incurred until such
                                       replacement Property is sold and the net
                                       sales proceeds are distributed.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to   one   percent   of   Partnership
Partnership net cash flow              distributions   of  net  cash   flow,
                                       subordinated   to   certain   minimum
                                       returns to the Limited Partners.


General Partners' deferred,             A deferred, subordinated share equal       $-0-
subordinated share of                   to 5% of Partnership distributions of
Partnership net sales                   such net sales proceeds, subordinated
proceeds from a sale or sales           to certain minimum returns to the
not in liquidation of the               Limited Partners.
Partnership.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2002
---------------------------------      --------------------------------------      ------------------------------

 <c>
General   Partners'   share   of       Distributions  of net sales  proceeds       $-0-
Partnership  net sales  proceeds       from   a    sale    or    sales    of
from  a   sale   or   sales   in       substantially      all     of     the
liquidation of the Partnership         Partnership's    assets    will    be
                                       distributed in the following order or
                                       priority: (i) first, to pay all debts and
                                       liabilities of the Partnership and to
                                       establish reserves; (ii) second, to
                                       Partners with positive capital account
                                       balances, determined after the allocation
                                       of net income, net loss, gain and loss,
                                       in proportion to such balances, up to
                                       amounts sufficient to reduce such
                                       balances to zero; and (iii) thereafter,
                                       95% to the Limited Partners and 5% to the
                                       General Partners.
</TABLE>

During 2002, the Partnership  entered into a tenancy in common  arrangement with
CNL Income Fund XVIII, Ltd., an affiliate of the general partners,  to acquire a
Taco  Cabana  property  in Austin,  Texas  from CNL  Funding  2001-A,  LP. for a
purchase price of approximately $1,120,800.  Ashland Joint Venture also acquired
a Taco Cabana  property in San Antonio,  Texas from CNL Funding  2001-A,  LP, an
affiliate of the general  partners at an  approximate  cost of  $1,343,000.  CNL
Funding 2001-A,  LP had purchased and temporarily held title to these properties
in order to facilitate the  acquisition of the properties by the Partnership and
joint venture.  The purchase  prices paid by the  Partnership  and joint venture
represent the costs incurred by CNL Funding 2001-A, LP to acquire and carry each
property.


Item 14.  Controls and Procedures

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Annual  Report  on Form  10-K and  have  determined  that  such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.


<PAGE>


                                     PART IV


Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report.

         1.   Financial Statements - CNL Income Fund X, Ltd.
<TABLE>
<CAPTION>

 <c>
                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 2002 and 2001

                  Statements of Income for the years ended December 31, 2002, 2001, and 2000

                  Statements of Partners' Capital for the years ended December 31, 2002, 2001, and 2000

                  Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000

                  Notes to Financial Statements

         2.   Financial Statements - CNL Ocean Shores Joint Venture

                  Report of Independent Certified Public Accountants

                  Balance Sheet at December 31, 2001

                  Statements of Operations for the years ended December 31, 2001 and 2000

                  Statements of Partners' Capital for the years ended December 31,  2001 and 2000

                  Statements of Cash Flows for the years ended December 31, 2001 and 2000

                  Notes to Financial Statements

         3.   Financial Statement Schedules

                  Schedule II -Valuation and Qualifying Accounts for the years
                  ended December 31, 2002, 2001, and 2000

                  Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

                  Notes to Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

                  All other Schedules are omitted as the required information is
                  inapplicable or is presented in the financial statements or
                  notes thereto.
</TABLE>

         4.   Exhibits

                  **3.1    Affidavit and  Certificate of Limited  Partnership of
                           CNL Income Fund X, Ltd.  (Included  as Exhibit 3.2 to
                           Registration  Statement No. 33-35049 on Form S-11 and
                           incorporated herein by reference.)

                  **4.1    Affidavit and  Certificate of Limited  Partnership of
                           CNL Income Fund X, Ltd.  (Included  as Exhibit 3.2 to
                           Registration  Statement No. 33-35049 on Form S-11 and
                           incorporated herein by reference.)

                  **4.2    Amended and Restated Agreement of Limited Partnership
                           of CNL Income Fund X, Ltd.  (Included  as Exhibit 3.3
                           to  Post-Effective  Amendment  No. 4 to  Registration
                           Statement No. 33-35049 on Form S-11 and  incorporated
                           herein by reference.)

                  **10.1   Management  Agreement between CNL Income Fund X, Ltd.
                           and CNL Investment  Company (Included as Exhibit 10.1
                           to Form 10-K filed with the  Securities  and Exchange
                           Commission on March 17, 1998, and incorporated herein
                           by reference.)

                  **10.2   Assignment   of   Management   Agreement   from   CNL
                           Investment Company to CNL Income Fund Advisors,  Inc.
                           (Included as Exhibit 10.2 to Form 10-K filed with the
                           Securities and Exchange Commission on March 30, 1995,
                           and incorporated herein by reference.)

                  **10.3   Assignment  of Management  Agreement  from CNL Income
                           Fund  Advisors,  Inc.  to  CNL  Fund  Advisors,  Inc.
                           (Included as Exhibit 10.3 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 1, 1996,
                           and incorporated herein by reference.)

                  **10.4   Assignment  of  Management  Agreement  from  CNL Fund
                           Advisors,  Inc. to CNL APF Partners, LP. (Included as
                           Exhibit  10.4 to Form 10-Q filed with the  Securities
                           and  Exchange  Commission  on August  13,  2001,  and
                           incorporated herein by reference.)

                  **10.5   Assignment  of  Management  Agreement  from  CNL  APF
                           Partners, LP to CNL Restaurants XVIII, Inc. (Included
                           as   Exhibit   10.5  to  Form  10-Q  filed  with  the
                           Securities  and  Exchange  Commission  on August  13,
                           2002, and incorporated herein by reference.)

                    99.1   Certification of Chief Executive Officer of Corporate
                           General Partner Pursuant to 18 U.S.C. Section 1350 as
                           Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002. (Filed herewith.)

                    99.2   Certification of Chief Financial Officer of Corporate
                           General Partner Pursuant to 18 U.S.C. Section 1350 as
                           Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002. (Filed herewith.)

(b)      The  Registrant  filed no reports on Form 8-K during the period October
         1, 2002 through December 31, 2002.


**previously filed



<PAGE>





                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 27th day of
March, 2003.

                                     CNL INCOME FUND X, LTD.

                                     By: CNL REALTY CORPORATION
                                         General Partner

                                         /s/ Robert A. Bourne
                                         -----------------------------------
                                         ROBERT A. BOURNE, President


                                     By: ROBERT A. BOURNE
                                         General Partner

                                         /s/ Robert A. Bourne
                                         -----------------------------------
                                         ROBERT A. BOURNE


                                     By: JAMES M. SENEFF, JR.
                                         General Partner

                                         /s/ James M. Seneff, Jr.
                                         -----------------------------------
                                         JAMES M. SENEFF, JR.




<PAGE>




         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

               Signature                                  Title                                  Date

<S> <C>

/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 27, 2003
------------------------------------     (Principal   Financial  and  Accounting
                                         Officer)
Robert A. Bourne

/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 27, 2003
------------------------------------     (Principal Executive Officer)
James M. Seneff, Jr.
</TABLE>


<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income  Fund X, Ltd.  (the
"registrant"), certify that:

         1. I have reviewed this annual report on Form 10-K of the registrant;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
            information  included in this annual  report,  fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this annual report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and have:

                a.designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

                b.evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                c.presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent functions):

                a.all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

                b.any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
            this annual report whether or not there were significant  changes in
            internal  controls  or in other  factors  that  could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.

Date:  March 27, 2003


/s/ James M. Seneff, Jr.
---------------------------
James M. Seneff, Jr.
Chief Executive Officer


<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the  corporate  general  partner of CNL Income Fund X, Ltd.  (the  "registrant")
certify that:

         1. I have reviewed this annual report on Form 10-K of the registrant;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
            information  included in this annual  report,  fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this annual report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this annual report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the  filing  date  of this  annual  report  (the  "Evaluation
                   Date"); and

                c. presented  in this annual  report our  conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent functions):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
            this annual report whether or not there were significant  changes in
            internal  controls  or in other  factors  that  could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.


Date:  March 27, 2003


/s/ Robert A. Bourne
---------------------------
Robert A. Bourne
President and Treasurer


<PAGE>

                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>


                                                     Additions                           Deductions
                                          ---------------------------------    -------------------------------
                                                                                                          Collected
                                                                                                          or Deter-
                                   Balance at       Charged to       Charged to           Deemed          mined to       Balance
                                    Beginning       Costs and           Other           Uncollec-          be Col-       at End
  Year          Description          of Year         Expenses         Accounts            tible           lectible       of Year
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

 <c>
  2000        Allowance for
                  doubtful
                  accounts (a)        $ 124,124          $    --        $  182,864 (b)    $   1,989 (c)     $ 17,098     $ 287,901
                                  ==============  ===============  ================    =============     ============  ============

  2001        Allowance for
                  doubtful
                  accounts (a)        $ 287,901          $    --        $   86,387 (b)    $ 343,554 (c)     $  1,079      $ 29,655
                                  ==============  ===============  ================    =============     ============  ============

  2002        Allowance for
                  doubtful
                  accounts (a)        $  29,655          $    --           $    --           $   --         $ 24,814      $  4,841
                                  ==============  ===============  ================    =============     ============  ============
</TABLE>



              (a)      Deducted from receivables and accrued rental income on
                       the balance sheet.

              (b)      Reduction of rental, earned and other income.

              (c)      Amounts written off as uncollectible.

<PAGE>




                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                December 31, 2002

<TABLE>
<CAPTION>
<S> <C>



                                                                                   Costs Capitalized
                                                                                   Subsequent To
                                                          Initial Cost             Acquisition
                                          ----------------------------- --------------------
                               Encum-                      Buildings and Improve-    Carrying
                              brances          Land         Improvements  ments      Costs
                             -----------  ---------------- ------------ -----------  -------
Properties the Partnership
  has Invested in Under
  Operating Leases:

    Burger King Restaurants:
      Hendersonville, North Carol-na              222,632      568,573           -        -
      Irondequoit, New York      -                383,359      554,084           -        -

    Denny's Restaurants:
      Fremont, Ohio              -                160,896            -     273,700        -
      Romulus, Michigan          -                285,842            -           -        -
      Spartanburg, South Carolina-                287,959            -           -        -

    Golden Corral Family
      Steakhouse Restaurants:
          Austin, Texas          -                592,837            -   1,106,384        -
          Austin, Texas          -                711,354            -   1,124,040        -
          Las Cruces, New Mexico -                580,655      920,521           -        -
          Freemont, Nebraska                      203,166    1,054,051           -        -

    Hardee's Restaurants:
      Pace, Florida              -                174,850            -           -        -
      Jacksonville, Florida      -                326,972            -           -        -
      Centerville, Tennnessee    -                130,494            -           -        -

    Jack in the Box Restaurants:
      Desloge, Missouri          -                276,701            -           -        -
      San Antonio, Texas         -                327,322            -           -        -
      Missouri City, Texas       -                348,646            -           -        -
      Pasadena, Texas            -                202,393            -           -        -

    Long John Silver's Restaurants:
      Alamogordo, New Mexico     -                157,401            -           -        -
      Las Cruces, New Mexico     -                222,778            -           -        -

    Pizza Hut Restaurants:
      Bozeman, Montana           -                 99,879      224,614           -        -
      Sidney, Montana                             101,690            -           -        -
      Livingston, Montana        -                 71,989      161,211           -        -
      Laurel, Montana                             109,937      255,060           -        -

    Shoney's Restaurants:
      North Richland Hills, Texas-(l)             528,465            -     404,786        -
      Pelham, Alabama                             410,448            -     427,317        -

    Taco Cabana Restaurant:
      Houston, Texas             -                729,796      551,672           -        -

    Other:
      Homewood, Alabama          -                597,907            -           -        -
      Greenville, North Carolina -                323,573      515,134           -        -

                                          ----------------                           -------
                                                           ------------ -----------

                                               $8,569,941   $4,804,920  $3,336,227        -
                                          ================ ============ ===========  =======
Properties of Joint Venture in
   Which the Partnership has a
   50% Interest and has Invested
   in Under Operating Leases:

    Burger King Restaurants:
      Metairie, Louisiana        -                429,883      342,455           -        -
      Lafayette, Louisiana       -                350,932      773,129           -        -
      Nashua, New Hampshire      -                514,815      838,536           -        -
      Pontiac, Illinois          -                203,095      719,226           -        -
      Dover, New Hampshire       -                406,259      998,023           -        -
                                          ----------------                           -------
                                                           ------------ -----------

                                               $1,904,984   $3,671,369           -        -
                                          ================ ============ ===========  =======

Property of Joint Venture
   in Which the Partnership
   has a 10.51% Interest and has
   Invested in Under an
   Operating Lease:
    Taco Cabana Restaurant:
      San Antonio, Texas (o)     -               $695,797     $647,181           -        -
                                          ================ ============ ===========  =======

Property in Which the Partnership
   has a 13% Interest as Tenants-
   in-Common and has
   Invested in Under an
   Operating Lease:
    Golden Corral Family
      Steakhouse Restaurant:
          Clinton, North Carolina-               $138,382     $676,588           -        -
                                          ================ ============ ===========  =======

Property in Which the Parner-
   ship has a 6.69% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:
    Chevy's Fresh Mex
      Miami, Florida             -               $976,357     $974,016           -        -
                                          ================ ============ ===========  =======

Property of Joint Venture
   in Which the Partnership
   has a 69.06% Interest and
   has Invested in Under an
   Operating Lease:
    Burger King Restaurant:
      Ocean Shores, Washington  (-)              $351,015     $789,560           -        -
                                          ================ ============ ===========  =======

Property of Joint Venture
   in Which the Partnership
   has a 10% Interest and
   has Invested in Under an
   Operating Lease:
    Golden Corral Restaurant:
      Kokomo, Indiana (m)        -               $644,163   $1,397,579           -        -
                                          ================ ============ ===========  =======

Property in Which the Parner-
   ship has a 81.65% Interest
   as Tenants-in-Common and
   has Invested in Under an
   Operating Lease:
    Taco Cabana Restaurant:
      Austin, Texas (n)          -               $486,896     $633,950           -        -
                                          ================ ============ ===========  =======


Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Burger King Restaurants:
        Ashland, Ohio            -               $190,695     $724,348           -        -
        Allegan, Michigan        -                 91,238            -     418,782        -
        New Bethlehem, Pennsylvan-a               135,929      452,507           -        -

    Denny's Restaurants:
        Romulus, Michigan        -                      -      752,829           -        -
        Spartanburg,
             South Carolina      -                      -      529,410           -        -

    Hardee's Restaurants:
        Pace, Florida            -                      -      467,272           -        -
        Jacksonville, Florida    -                      -      405,985           -        -
        Hohenwald, Tennessee     -                 49,201      376,415           -        -
        Ravenna, Ohio            -                114,244      496,032           -        -
        Morristown, Tennessee    -                131,289      456,925           -        -
        Centerville, Tennessee   -                      -      348,032           -        -

    Jack in the Box Restaurants:
        Desloge, Missouri        -                      -      630,981           -        -
        San Antonio, Texas       -                      -            -     206,031        -
        Nampa, Idaho             -                151,574      584,533           -        -
        Missouri City, Texas     -                      -      619,686           -        -
        Pasadena, Texas          -                      -      575,429           -        -

    Long John Silver's Restaurants:
        Alamogordo, New Mexico   -                      -      275,270      20,204        -
        Las Cruces, New Mexico   -                      -      318,378      57,828        -

    Pizza Hut Restaurants:
        Glasgow, Montana         -                 57,482      266,726           -        -
        Sidney, Montana          -                      -      291,238           -        -

                                          ---------------- ------------ -----------
                                                 $921,652   $8,571,996    $702,845        -
                                          ================ ============ ===========  -------

Property of Joint Venture in
   Which the Partnership has
   a 40.95% Interest and has Invested
   in Under Direct Financing Lease:

    Hardee's Restaurant:
        Williston, Florida       -               $150,143            -    $499,071        -
                                          ================ ============ ===========  =======











                                                                                Life on Which
                Net Cost Basis at Which                                         Depreciation in
               Carried at Close of Period (c)             Date                  Latest Income
------------------------------------------
               Buildings and                Accumulated  of Con-    Date        Statement is
    Land       Improvements     Total       Depreciation structionAcquired        Computed
-------------- ------------  -------------  -----------  -------  ---------     ------------





      222,632      568,573        791,205      107,916    1986     11/91            (j)
      383,359      554,084        937,443      105,166    1986     11/91            (j)


      160,896      273,700        434,596       87,184    1992     12/91            (g)
      285,842           (f)       285,842            -    1992     02/92            (d)
      287,959           (f)       287,959            -    1992     03/92            (d)



      592,837    1,106,384      1,699,221      411,875    1992     12/91            (b)
      711,354    1,124,040      1,835,394      403,436    1992     12/91            (b)
      580,655      920,521      1,501,176      326,848    1992     05/92            (b)
      203,166    1,054,051      1,257,217      131,949    1998     03/99            (b)


      174,850           (f)       174,850            -    1992     01/92            (d)
      326,972           (f)       326,972            -    1990     02/92            (d)
      130,494           (f)       130,494            -    1991     02/92            (d)


      276,701           (f)       276,701            -    1991     12/91            (d)
      327,322           (f)       327,322            -    1992     02/92            (d)
      348,646           (f)       348,646            -    1991     04/92            (d)
      202,393           (f)       202,393            -    1991     04/92            (d)


      157,401           (f)       157,401            -    1977     03/92            (d)
      222,778           (f)       222,778            -    1975     03/92            (d)


       99,879      224,614        324,493       80,205    1976     03/91            (b)
      101,690           (f)       101,690            -    1985     03/91            (d)
       71,989      161,211        233,200       57,565    1979     03/91            (b)
      109,937      255,060        364,997       91,076    1985     03/91            (b)


      513,032      404,786        917,818      150,339    1992     12/91            (b)
      410,448      427,317        837,765      156,644    1992     01/92            (b)


      729,796      551,672      1,281,468       10,726    1999     06/02            (b)


      348,616            -        348,616            -    1997     10/97            (b)
      323,573      515,134        838,707      191,564    1987     11/91            (b)

-------------- ------------  -------------  -----------

   $8,305,217   $8,141,147    $16,446,364   $2,312,493
============== ============  =============  ===========






      429,883      342,455        772,338      122,815    1990     03/92            (b)
      350,932      773,129      1,124,061      277,267    1989     03/92            (b)
      514,815      838,536      1,353,351      300,725    1987     03/92            (b)
      203,095      719,226        922,321      257,936    1988     03/92            (b)
      406,259      998,023      1,404,282      357,919    1987     03/92            (b)
--------------
-------------- ------------  -------------  -----------

   $1,904,984   $3,671,369     $5,576,353   $1,316,662
============== ============  =============  ===========







     $695,797     $647,181     $1,342,978      $12,582    1994     06/02            (b)
============== ============  =============  ===========








     $138,382     $676,588       $814,970     $156,486    1996     01/96            (b)
============== ============  =============  ===========







     $976,357     $974,016     $1,950,373     $162,427    1995     12/97            (b)
============== ============  =============  ===========







     $120,916     $281,310       $402,226      $24,924    1998     01/99            (i)
============== ============  =============  ===========







     $644,163   $1,397,579     $2,041,742      $81,525    2000     04/01            (b)
============== ============  =============  ===========







     $846,896     $633,950     $1,120,846      $21,132    1997     01/02            (b)
============== ============  =============  ===========







           (f)          (f)            (f)           -    1988     11/91            (e)
           (f)          (f)            (f)           -    1992     04/92            (e)
           (f)          (f)            (f)           -    1991     04/92            (e)


            -           (f)            (f)           -    1992     02/92            (d)

            -           (f)            (f)           -    1992     03/92            (d)


            -           (f)            (f)           -    1992     01/92            (d)
            -           (f)            (f)           -    1990     02/92            (d)
           (f)          (f)            (f)           -    1991     02/92            (e)
           (f)          (f)            (f)           -    1991     04/92            (e)
           (f)          (f)            (f)           -    1991     04/92            (e)
            -           (f)            (f)           -    1991     02/92            (d)


            -           (f)            (f)           -    1991     12/91            (d)
            -           (f)            (f)           -    1992     12/91            (d)
           (f)          (f)            (f)           -    1991     12/92            (e)
            -           (f)            (f)           -    1991     04/92            (d)
            -           (f)            (f)           -    1991     04/92            (d)


            -           (f)            (f)           -    1977     03/92            (d)
            -           (f)            (f)           -    1975     03/92            (d)


           (f)          (f)            (f)           -    1985     03/91            (e)
            -           (f)            (f)           -    1985     03/91            (d)









           (f)          (f)            (f)           -    1993     12/92            (e)


</TABLE>




<PAGE>
                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                                  DEPRECIATION

                                December 31, 2002

(a)      Transactions in real estate and accumulated depreciation are summarized
         below.  The  balances  in 1999,  2000 and 2001  have been  adjusted  to
         reflect  the   reclassification   of   properties   accounted   for  as
         discontinued operations.
<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                        Cost           Depreciation
                                                                  -----------------   ----------------

 <c>
               Properties the Partnership has Invested in
                  Under Operating Leases:

                      Balance, December, 31, 1999                    $  16,564,272       $  1,485,137
                      Provision for write-down of assets                  (287,275 )               --
                      Disposition                                         (790,010 )          (81,658 )
                      Depreciation expense                                      --            317,491
                                                                  -----------------   ----------------

                      Balance, December, 31 2000                        15,486,987          1,720,970
                      Provision for write-down of assets                  (322,092 )               --
                      Depreciation expense                                      --            297,383
                                                                  -----------------   ----------------

                      Balance, December 31, 2001                        15,164,895          2,018,353
                      Acquisition                                        1,281,469                 --
                      Depreciation expense                                      --            294,140
                                                                  -----------------   ----------------

                      Balance, December 31, 2002                     $  16,446,364       $  2,312,493
                                                                  =================   ================

               Properties of Joint Venture in Which the Partnership has a 50%
                  Interest and has Invested in Under Operating Leases:

                      Balance, December 31, 1999                      $  6,565,262       $  1,117,663
                      Depreciation expense                                      --            144,049
                                                                  -----------------   ----------------

                      Balance, December 31, 2000                         6,565,262          1,261,712
                      Depreciation expense                                      --            144,049
                                                                  -----------------   ----------------

                      Balance, December 31, 2001                         6,565,262          1,405,761
                      Dispositions                                        (988,909 )         (216,896 )
                      Depreciation expense                                      --            127,797
                                                                  -----------------   ----------------

                      Balance, December 31, 2002                      $  5,576,353       $  1,316,662
                                                                  =================   ================


</TABLE>

<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2002
<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                        Cost           Depreciation
                                                                  -----------------   ----------------
<S> <C>
               Property of Joint Venture in Which the Partnership has a 10.51%
                    Interest and has Invested in Under an Operating Lease:

                      Balance, December 31, 1999                      $  1,290,582        $   241,035
                      Depreciation expense                                      --             33,236
                                                                  -----------------   ----------------

                      Balance, December 31, 2000                         1,290,582            274,271
                      Depreciation expense                                      --             33,236
                                                                  -----------------   ----------------

                      Balance, December 31, 2001                         1,290,582            307,507
                      Disposition                                       (1,290,582 )         (318,587 )
                      Acquisition                                        1,342,978                 --
                      Depreciation expense                                      --             23,662
                                                                  -----------------   ----------------

                      Balance, December 31, 2002                      $  1,342,978        $    12,582
                                                                  =================   ================

               Property of Joint Venture in Which the Partnership has a 69.06%
                   Interest and has Invested in Under an Operating Lease:

                     Balance, December 31, 1999                        $   351,015           $     --
                     Depreciation expense (d)                                   --                 --
                                                                  -----------------   ----------------

                     Balance, December 31, 2000                            351,015                 --
                     Reclassified to operating lease                       789,560                 --
                     Provision for write-down of assets                   (738,349 )               --
                     Depreciation expense                                       --             15,123
                                                                  -----------------   ----------------

                     Balance, December 31, 2001                            402,226             15,123
                     Depreciation expense                                       --              9,801
                                                                  -----------------   ----------------

                     Balance, December 31, 2002                        $   402,226        $    24,924
                                                                  =================   ================

</TABLE>

<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2002
<TABLE>
<CAPTION>

                                                                                      Accumulated
                                                                      Cost           Depreciation
                                                                 ----------------   ----------------
<S> <C>
               Property of Joint Venture in Which the Partnership has a 10%
                   Interest and has Invested in Under Operating Leases:

                     Balance, December 31, 2000                         $     --           $     --
                     Acquisition                                       2,112,011                 --
                     Depreciation expense                                     --             36,697
                                                                 ----------------   ----------------

                     Balance, December 31, 2001                        2,112,011             36,697
                     Reimbursement of construction cost (m)              (70,269 )           (1,759 )
                     Depreciation expense                                     --             46,587
                                                                 ----------------   ----------------

                     Balance, December 31, 2002                     $  2,041,742         $   81,525
                                                                 ================   ================

               Property in Which the Partnership has a 13% Interest as
                    Tenants-in- Common and has Invested in Under an Operating
                    Lease:

                      Balance, December 31, 1999                     $   814,970         $   88,827
                      Depreciation expense                                    --             22,553
                                                                 ----------------   ----------------

                      Balance, December 31, 2000                         814,970            111,380
                      Depreciation expense                                    --             22,553
                                                                 ----------------   ----------------

                      Balance, December 31, 2001                         814,970            133,933
                      Depreciation expense                                    --             22,553
                                                                 ----------------   ----------------

                      Balance, December 31, 2002                     $   814,970        $   156,486
                                                                 ================   ================

               Property in Which the Partnership has a 6.69% Interest as
                    Tenants-in- Common and has Invested in Under an Operating
                    Lease:

                      Balance, December 31, 1999                    $  1,950,373         $   65,023
                      Depreciation expense                                    --             32,468
                                                                 ----------------   ----------------

                      Balance, December 31, 2000                       1,950,373             97,491
                      Depreciation expense                                    --             32,468
                                                                 ----------------   ----------------

                      Balance, December 31, 2001                       1,950,373            129,959
                      Depreciation expense                                    --             32,468
                                                                 ----------------   ----------------

                      Balance, December 31, 2002                    $  1,950,373        $   162,427
                                                                 ================   ================


</TABLE>

<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2002
<TABLE>
<CAPTION>

                                                                                         Accumulated
                                                                         Cost            Depreciation
                                                                   -----------------   -----------------
<S> <C>
               Property in Which the Partnership has a 81.65% Interest as
                   Tenants-in-Common and has Invested in Under an Operating
                   Leases:

                     Balance, December 31, 2001                            $     --            $     --
                     Acquisition (n)                                      1,120,846                  --
                     Depreciation expense                                        --              21,132
                                                                   -----------------   -----------------

                     Balance, December 31, 2002                        $  1,120,846         $    21,132
                                                                   =================   =================
</TABLE>


(b)      Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.

(c)      As of December 31, 2002, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint  ventures  for federal  income tax  purposes  was
         $27,602,038  and  $14,363,028,  respectively.  All  of the  leases  are
         treated as operating leases for federal income tax purposes.

(d)      The portion of the lease  relating to the building has been recorded as
         a direct financing lease. The cost of the building has been included in
         net investment in direct financing leases;  therefore,  depreciation is
         not applicable.

(e)      The  lease  for the land and  building  has been  recorded  as a direct
         financing lease. The cost of the land and building has been included in
         net investment in direct financing leases;  therefore,  depreciation is
         not applicable.

(f)      Certain components of the lease relating to land and building have been
         recorded as a direct  financing lease.  Accordingly,  costs relating to
         these components of this lease are not shown.

(g)      Effective  January 1, 1994,  the lease for this  Property  was amended,
         resulting in the  reclassification of the building portion of the lease
         to an operating  lease. The building was recorded at net book value and
         depreciated  over its  remaining  estimated  life of  approximately  28
         years.

(h)      Effective  March 1,  1996,  the lease for this  Property  was  amended,
         resulting in the  reclassification of the building portion of the lease
         to an operating  lease. The building was recorded at net book value and
         depreciated  over its  remaining  estimated  life of  approximately  26
         years.

(i)      Effective  April 26, 2001,  the tenant  vacated the Property and ceased
         restaurant  operations,   resulting  in  the  reclassification  of  the
         building  portion of the lease to an operating  lease. The building was
         recorded at net book value and depreciated over its remaining estimated
         life of approximately 28 years.


<PAGE>


                             CNL INCOME FUND X, LTD.
                         (A Florida Limited Partnership)

              NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2002

(j)      Effective  August 1, 1998,  the lease for this  Property  was  amended,
         resulting in the  reclassification of the building portion of the lease
         to an operating  lease. The building was recorded at net book value and
         depreciated  over its  remaining  estimated  life of  approximately  23
         years.

(k)      The undepreciated cost of the Property in Ocean Shores,  Washington was
         reduced to its estimated fair value due to an impairment in value.  The
         Partnership  recognized  the  impairment  by recording a provision  for
         write-down  of assets in the amount of $738,349 at December  31,  2001.
         The provision at December 31, 2001  represented the difference  between
         the  Property's  carrying  value and the  estimated  fair  value of the
         Property.  The cost of the Property  presented on this  schedule is the
         net amount at which the  Property  was  carried at December  31,  2002,
         including the provision for write-down of assets.

(l)      The undepreciated  cost of the Property in North Richland Hills,  Texas
         was reduced to its estimated  fair value due to an impairment in value.
         The Partnership  recognized the impairment by recording a provision for
         write-down of assets in the amount of $15,433 at December 31, 2001. The
         impairment at December 31, 2001 represented the difference  between the
         Property's carrying value and the estimated fair value of the Property.
         The cost of the Property  presented on this  schedule is the net amount
         at which the Property was carried at December 31, 2002,  including  the
         provision for write-down of assets.

(m)      During the year ended  December  31,  2002,  the  Partnership  received
         reimbursement   from  the  developer  upon  final   construction  costs
         reconciliation.  In connection therewith,  the land and building values
         were adjusted accordingly.

(n)      During  the year  ended  December  31,  2002,  the  Partnership  and an
         affiliate as  tenant-in-common,  purchased a real estate  property from
         CNL Funding 2001-A,  LP, an affiliate of the General  Partners,  for an
         aggregate cost of approximately $1,120,800.

(o)      During the year ended December 31, 2002, the joint venture  purchased a
         real estate property from CNL Funding  2001-A,  LP, an affiliate of the
         General Partners, for an aggregate cost of approximately $1,343,000.



<PAGE>



                                  EXHIBIT INDEX


Exhibit Number

(a)      Exhibits

           3.1     Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income Fund X, Ltd.  (Included as Exhibit 3.2 to Registration
                   Statement No. 33-35049 on Form S-11 and  incorporated  herein
                   by reference.)

           4.1     Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income Fund X, Ltd.  (Included as Exhibit 3.2 to Registration
                   Statement No. 33-35049 on Form S-11 and  incorporated  herein
                   by reference.)

           4.2     Amended and Restated Agreement of Limited  Partnership of CNL
                   Income   Fund  X,   Ltd.   (Included   as   Exhibit   3.3  to
                   Post-Effective  Amendment No. 4 to Registration Statement No.
                   33-35049 on Form S-11 and incorporated herein by reference.)

           10.1    Management  Agreement between CNL Income Fund X, Ltd. and CNL
                   Investment  Company  (Included  as Exhibit  10.1 to Form 10-K
                   filed with the  Securities  and Exchange  Commission on March
                   17, 1998, and incorporated herein by reference.)

           10.2    Assignment  of  Management   Agreement  from  CNL  Investment
                   Company  to CNL  Income  Fund  Advisors,  Inc.  (Included  as
                   Exhibit  10.2 to Form  10-K  filed  with the  Securities  and
                   Exchange  Commission  on March  30,  1995,  and  incorporated
                   herein by reference.)

           10.3    Assignment  of  Management  Agreement  from CNL  Income  Fund
                   Advisors,  Inc.  to CNL  Fund  Advisors,  Inc.  (Included  as
                   Exhibit  10.3 to Form  10-K  filed  with the  Securities  and
                   Exchange Commission on April 1, 1996, and incorporated herein
                   by reference.)

           10.4    Assignment of Management  Agreement  from CNL Fund  Advisors,
                   Inc. to CNL APF  Partners,  LP  (Included  as Exhibit 10.4 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2001, and incorporated herein by reference.)

           10.5    Assignment of Management Agreement from CNL APF Partners,  LP
                   to CNL Restaurants  XVIII, Inc.  (Included as Exhibit 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

           99.1    Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

           99.2    Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)



<PAGE>



                                  EXHIBIT 99.1


<PAGE>




                                  EXHIBIT 99.2