EXHIBIT 10.1

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



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                              MANAGEMENT AGREEMENT



         THIS MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as
of this l1th day of April 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 meaning. 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 IX, 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  "Landord"  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 ageement 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;



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                  (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;

                  (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 request,  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 from  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.


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

        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 hmds  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 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,  out of or in connection with (a) the  "Manager's"  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  on 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  recognized  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.





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        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.

If to the Partnership:              CNL Income Fund DC, lAd.
                                    400 East South Street,  Suite 500
                                    Orlando, Florida 32801
                                    Attention: James M. Seneff, Jr.

If to the Manager                  CNL Investment Company
                                    400 East South Street, Suite 500
                                    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 Amendment. 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  THEREOF,  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

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




                                    By:     CNL REALTY CORPORATION
                                            GENERAL PARTNER



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



The Manager:                                CNL INVESTMENT COMPANY



                                    By:     Robert A. Bourne
                                            ------------------------------- 
                                            ROBERT A. BOURNE, PRESEDENT





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                                   EXHIBIT B
         [Provide name and address of each Property under management.]
                          (List of Properties Omitted)





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