EXHIBIT 10.1

            Management Agreement between CNL Income Fund X, Ltd. and
                             CNL Investment Company



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                              MANAGEMENT AGREEMENT


        THIS MANAGEMENT  AGREEMENT (the "Agreement") is made and entered into as
of this 24th day of  September,  1991,  by and between CNL Income Fund X Ltd., a
Florida limited partnership (the  "Partnership"),  and CNL Investment Company, a
Florida corporation (the "Manager").

         WHEREAS,  the  Partnership  intends  to  acquire,  or enter  into joint
ventures or partnerships which will acquire,  certain real properties upon which
restaurants are to be located;

         WHEREAS, the Partnership further intends to lease such properties,  and
the  buildings  located  thereon,  on a  "triple  net"  basis  to  operators  or
franchisees of certain national or regional restaurants; and

         WHEREAS,  the  Partnership  desires  to have the  Manager  perform  the
management services specified in this Agreement with respect to such properties,
and the Manager desires to perform such services.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements  hereinafter set forth, the Partnership and the Manager
agree as follows.

         1.  Definitions.  Whenever used in this Agreement,  the following terms
shall  have the  following  specified  meanings.  Unless the  context  otherwise
clearly  indicates,  all other terms used in this  Agreement and having  initial
capital  letters  shall have the same  meanings  as set forth in the Amended and
Restated Agreement of Limited  Partnership of CNL Income Fund X, Ltd., a form of
which is attached hereto as Exhibit A.

                  1.1  "Expenses"  shall  mean  the  actual  cost of any and all
         goods, materials,  or services,  other than overhead items, acquired by
         the Manager from persons or entities not affiliated with the Manager or
         the general partners of the Partnership, which are reasonably necessary
         for the performance of any of its obligations under this Agreement.

                  1.2  "Joint   Venture"   shall  mean  any  joint   venture  or
         partnership in which the Partnership is a co-venturer or partner.

                  1.3 "Landlord"  shall mean any person or entity  designated as
         the landlord or lessor under any Lease.

                  1.4  "Lease"   shall  mean  any  lease  entered  into  by  the
         Partnership  or a Joint  Venture  with a  Tenant  for the  lease of any
         Property.

                  1.5  "Property"  shall  mean  any real  property  owned by the
         Partnership  or a Joint  Venture  and  described  in Exhibit B, as such
         exhibit may be amended  from time to time by  agreement of the parties,
         including any buildings located on such real property and any equipment
         located therein or thereon to the extent such equipment is owned by the
         Partnership or a Joint Venture.

                  1.6 "Tenant" shall mean (i) any person or entity designated as
         a tenant or lessee under a Lease,  or (ii) any assignee or subtenant of
         a Tenant pursuant to a valid assignment or subletting under a Lease.

         2.  Services.  The  Manager  shall  perform  the  following  management
    services for the Partnership with respect to the Properties:
                           (a)  assisting the Partnership and any Joint Venture
                  in negotiating Leases;

                           (b)  visiting  and  inspecting   each  Property  upon
                  request of the  Partnership and at such other time or times as
                  the Manager  determines  is necessary or  appropriate  for the
                  proper management of each such Property;


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                           (c) with  respect to  Properties  wholly owned by the
                  Partnership,  collecting  all rents  payable under each Lease,
                  depositing  the rents so collected in accounts  designated  by
                  the  Partnership,  and rendering  quarterly  statements to the
                  Partnership of the rents so collected;

                           (d) at the request of the Partnership, inspecting the
                  books,  records  or  financial  statements  of a Tenant to the
                  extent permitted under the terms of the applicable  Lease, for
                  the purpose of determining  whether such Tenant has paid or is
                  paying the full amount of rent  required to be paid under such
                  Lease;

                           (e) notifying the Partnership of any material default
                  by a Tenant under a Lease;

                           (f) except as otherwise  directed by the Partnership,
                  enforcing  any  and all  rights  of each  Landlord  under  the
                  applicable Lease, at such times and in such manner and to such
                  extent, other than through the initiation of legal proceedings
                  against a Tenant as the Manager  reasonably  determines  to be
                  appropriate under the circumstances;

                           (g)   providing   reasonable    assistance   to   the
                  Partnership  in connection  with any legal action brought by a
                  Landlord against a Tenant for default under a Lease;

                           (h)   notifying  the   Partnership   of  any  reques4
                  submission, notice or other communication from a Tenant (other
                  than rental  payments),  and  advising  the  Partnership  with
                  respect to the appropriate response; and

                           (i)   furnishing   to  the   Partnership,   within  a
                  reasonable  time  after  its  request  such  information  with
                  respect to any  Property as the  Partnership  may from time to
                  time reasonably request.

3.    Compensation.

         3.1 Management  Fee. Within sixty (60) days following the close of each
fiscal  year  of the  Partnership,  the  Partnership  shall,  to the  extent  of
available Net Cash Flow, pay to the Manager an annual  noncumulative  management
fee equal to 1% of the gross revenues  derived form  Properties  wholly owned by
the Partnership plus, in the case of Properties owned by any Joint Venture,  the
Partnership's  allocable share under the agreement  governing the Joint Venture,
of gross operating  revenues from any such Properties.  Such fee,  together with
fees paid by the  Partnership  to  persons  or  entities  unaffiliated  with the
general  partners of the Partnership for management  services,  shall not exceed
fees which are competitive for similar services in the same geographic area. The
management fee otherwise  payable to the Manager during the first and last years
of this  Agreement  shall be  prorated  based on the  number of days  during the
Partnership's fiscal year for which this Agreement is in effect.

         3.2 Expenses.  The Partnership  shall within 30 days after receipt of a
request by the Manager for reimbursement of Expenses,  reimburse the Manager for
all such  Expenses.  All such  requests  shall state in detail the nature of all
Expenses for which reimbursement is sought and shall be supported by appropriate
documentation.

4.    Term of Agreement.

         4.1  Commencement  and Expiration.  This Agreement shall commence as of
the date of this Agreement and, unless sooner  terminated  pursuant to Paragraph
4.2 hereof,  or by operation of law, or otherwise,  shall expire at such time as
the Partnership no longer has an ownership interest in any Property.

         4.2  Termination.  Either party may terminate this  Agreement,  without
penalty, by giving sixty (60) days' prior written notice to the other party.

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         4.3  Obligations Surviving Expiration or Termination.

                  (a) In addition to any other  obligations  of the  Partnership
         which survive the  expiration or  termination  of this  Agreement,  the
         Partnership  shall upon the expiration or termination of this Agreement
         (i)  promptly  reimburse  the  Manager for all  Expenses  for which the
         Manager seeks reimbursement, and (ii) pay to the Manager the management
         fee payable under Paragraph 3.1 as soon after expiration or termination
         of this Agreement.

                  (b) In addition to any other  obligations of the Manager which
         survive the expiration or termination  of this  Agreement,  the Manager
         shall upon the expiration or termination of this Agreement (i) promptly
         cause all funds  received from Tenants as payments  under a Lease to be
         deposited in the appropriate  accounts  designated by the  Partnership,
         and (ii) promptly  deliver to the Partnership all records and documents
         in its possession relating to the Properties. The Manager shall use its
         best efforts to cooperate with the Partnership to accomplish an orderly
         transfer  of the  management  of the  Properties  to a party or parties
         designated by the Partnership.

5.    Indemnification.

         5.1 By the  Partnership.  The  Partnership  releases and shall  defend,
indemnify and hold harmless the Manager from all cjaims,  losses,  harm,  costs,
liabilities,  damages and expenses  (including,  but not limited to,  attorneys'
fees)  arising,  whether  before or after the  expiration or termination of this
Agreement,  out of or in connection  with (a) the  "Managers"  management of any
Property,  or (b) any  accident  or injury  (including  death) to any  person or
damage to any property or  environment  occurring in or about any Property or in
connection  with the  possession,  use, or occupancy of any Property,  provided,
however,  that the Partnership shall have no obligation under this Paragraph 5.1
to release,  defend, indemnify or hold harmless the Manager from any such claim,
loss, harm, cost, liability, damage or expense, if the same arises out of (i) an
act by the  Manager  which is not taken in good faith or in a manner  reasonably
believed to be in the best interests of the Partnership,  or (ii) conduct by the
Manager  constituting  negligence,  willful  misconduct  or breach of any of its
obligations under this Agreement.

         5.2  Indemnification  by the  Manager.  The Manager  releases and shall
defend,  indemnify and hold harmless the  Partnership  from all claims,  losses,
harm, costs, liabilities,  damages and expenses (including,  but not limited to,
attorneys' fees) arising,  whether before or after the expiration or termination
of this Agreement, solely out of conduct by the Manager constituting negligence,
willful misconduct or breach of any of its obligations under this Agreement.

6.    Miscellaneous.

         6.1 Survival. Paragraphs 4.3 and 5 and all provisions of this Agreement
which may  reasonably be interpreted or construed as surviving the expiration or
termination  of this  Agreement  shall survive the  expiration or termination of
this Agreement for a period of ten years.

         6.2  Independent  Contractor.  The parties  hereby  recognize  that the
Manager is serving as an independent  contractor  under this Agreement.  Nothing
contained  in this  Agreement  shall be  interpreted  or  construed  to create a
partnership relationship between the Manager and the Partnership.

         6.3 Notices. Any notice,  approval,  request,  authorization,  consent,
direction  or other  communication  required or permitted  under this  Agreement
shall be given in writing and shall be deemed to be delivered  when delivered in
person or deposited in the United  States mail  properly  addressed  and stamped
with  the  required  postage,   registered  or  certified  mail  return  receipt
requested, to the intended recipient as set forth below.



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         If to the Partnership:             CNL Income Fund X, Ltd.
                                            400 East South Street
                                            Orlando, Florida 32801
                                            Attention:  James M. Seneff, Jr.

         If to the Manager:                 CNL Investment Company
                                            400 East South Street
                                            Orlando, Florida 32801
                                            Attention: Robert A. Bourne

         Either party may change its address specified above by giving the other
         party notice of such change in accordance with this Paragraph 6.3.

                  6.4 No Third Party Beneficiaries.  Notwithstanding anything to
         the contrary in this Agreement, the parties do not intend any person or
         entity  not a  party  to  this  Agreement  to be a  beneficiary  of any
         provision of this  Agreement,  and no provision of this Agreement shall
         be  interpreted  or  construed  as being for the  benefit  of any third
         party. Further, no third party shall by virtue of any provision of this
         Agreement have a right of action or an enforceable legal remedy against
         either party to this Agreement.

                  6.5  Nonwaiver.  The failure of either party to insist upon or
         enforce strict  performance by the other party of any provision of this
         Agreement  or to exercise any right under this  Agreement  shall not be
         construed as a waiver or  relinquishment  to any extent of such party's
         right to assert or rely upon any such provision or right in that or any
         other instance;  rather, such provision or right shall be and remain in
         full force and effect.

                  6.6  Successors  and  Assigns.   Neither  party  shall  assign
         (voluntarily,  by operation of law or otherwise)  this Agreement or any
         right,  interest  or benefit  under this  Agreement  without  the prior
         written  consent of the other  party.  Subject to the  foregoing,  this
         Agreement shall be fully binding upon,  inure to the benefit of, and be
         enforceable by, the parties hereto and their respective  successors and
         assigns.

                  6.7 Entire  Agreement.  This  Agreement  sets forth the entire
         agreement of the parties with regard to the subject  matter  hereof and
         supersedes  any and all prior  agreements  of the parties  with respect
         thereto.

                  6.8 Amendnent.  No change,  amendment or  modification  of any
         provision  of this  Agreement  shall be  valid  unless  set  forth in a
         written instrument signed by the party to be bound thereby.

                  6.9  Applicable  Law.  This  Agreement  shall be  interpreted,
         construed  and enforced in an respects in  accordance  with the laws of
         the State of Florida.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first-above written.

The Partnership.                      CNL INCOME FUND X LTD.

                                      By:  /s/ James M. Seneff, Jr.
                                      -------------------------------------
                                      JAMES M. SENEFF, JR., GENERAL PARTNER

                                      By:  /s/ Robert A. Bourne
                                      -------------------------------------
                                      ROBERT A. BOURNE, GENERAL  PARTNER

                       [SIGNATURES CONTINUED ON NEXT PAGE]
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                              By:  CNL REALTY CORPORATION
                                   GENERAL PARTNER

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


        The Manager:          CNL INVESTMENT COMPANY

                              By:  /s/ Robert A. Bourne
                                   -------------------------------
                                   ROBERT A. BOURNE, PRESIDENT



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                                    EXHIBIT B


          [Provide name and address of each Property under management.]



                          (List of Properties Omitted)


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