April 13, 1999


VIA TELECOPY AND
FEDERAL EXPRESS

Mr. Robert Gentz
DenAmerica Corp.
7373 N. Scottsdale Road, Suite D-120
Scottsdale, Arizona 85253

         RE:      $3,000,000.00 OF NEW EQUIPMENT  FINANCING AND MODIFICATION AND
                  CONSOLIDATION WITH $15,400,000.00 EXISTING EQUIPMENT FINANCING
                  FOR A TOTAL  LOAN NOT TO EXCEED  $18,400,000.00  OF  EQUIPMENT
                  FINANCING  FOR DENNY'S AND  BLACK-EYED  PEA  RESTAURANTS  (THE
                  "PROPERTIES")

Dear Mr. Gentz:

         CNL Fund Advisors,  Inc. (the "Company")  hereby issues this commitment
letter  ("Commitment")  by which it agrees to enter,  or cause an  affiliate  to
enter, into equipment financing transactions (the " Loan") with DenAmerica Corp.
and Black-eyed  Pea,  U.S.A.  ("Borrower")  as follows:  (a) a new Three Million
Dollars  ($3,000,000.00) Balloon Promissory Note, to be consolidated with (a) an
existing   Eight   Million   Seven   Hundred   Twenty-five    Thousand   Dollars
($8,725,000.00)  Balloon  Promissory  Note,  (b) an existing  Four  Million Five
Hundred Thousand  Dollars  ($4,500,000.00)  Balloon  Promissory Note, and (c) an
existing  Two Million  Two  Hundred  Thousand  Dollars  ($2,200,000.00)  Balloon
Promissory  Note,  into a Consolidated  Promissory  Note not to exceed  Eighteen
Million Four Hundred  Thousand Dollars  ($18,400,000.00)  for equipment which is
incorporated into Black-eyed Pea and Denny's Restaurants (the "Equipment"),  all
of which is secured by a first  security  interest in  restaurant  equipment  in
Denny's  Restaurants and Black-eyed Pea Restaurants  (the locations of which are
listed on Schedule A attached  hereto and made a part  hereof by this  reference
thereto).

         This Commitment  provides  funding  beginning as of the date hereof and
ending not later  than May 15,  1999.  Funding  under  this  Commitment  and the
obligations of the Company  hereunder are both expressly  conditioned upon there
being no unanticipated disruptions in Company's funding sources.

<PAGE>

Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 2

         1. Adverse  Conditions.  This  Commitment  shall be contingent  upon no
material adverse change in the financial condition of Borrower or the occurrence
of any event which may, in the Company's  reasonable  judgment,  have a material
adverse  effect  upon  the  Borrower.  In  addition,  the  Company's  obligation
hereunder is subject to the ongoing review of Borrower's  financial  statements.
To that end,  the Company  shall have the right to review (a) monthly  unaudited
statements  of  Borrower,   (b)  monthly  profit  and  loss  statements  of  the
Restaurants  in which the  Equipment  is located,  and (c)  quarterly  unaudited
statements of Borrower,  along with any other financial  information the Company
may reasonably require.

         2. Legal Documents.  Company's counsel will prepare all notes, security
agreements,  financing statements,  and related documents.  Borrower agrees that
approval of such documents shall not be unreasonably  withheld and that Borrower
shall provide the following.

                  A.       Such  documentation  as is  necessary to evidence the
                           fact  that  it  is  validly  organized  and  in  good
                           standing under the laws of the state of its formation
                           and that it is authorized to do business in the state
                           where the  Equipment is located,  together  with such
                           resolutions  or  approvals  as are required for it to
                           enter  into this  Commitment  and to  consummate  the
                           transactions contemplated hereby.

                  B.       A copy of Borrower's  equipment  financing  documents
                           relating to and encumbering the Property, if any.

                  C.       Lien  waivers and other  documentation  requested  by
                           Company  executed by  Borrower's  Landlords and other
                           parties  to  perfect   Company's   interest   in  the
                           Equipment,   free  and  clear  of  other   liens  and
                           encumbrances.

                  D.       Such other reasonable information or documentation as
                           the  Company  might  request  as a prudent  lender in
                           order  to  finalize  the  transactions   contemplated
                           hereby  and to comply  with the  requirements  of all
                           local,   state   and   federal   agencies,   and  all
                           regulations  and laws to which  the  Company  and its
                           affiliates are subject.

         3.  Opinion of Counsel.  As a condition to closing,  Company's  counsel
shall require the opinion of Borrower's  counsel as to such matters as Company's
counsel may deem appropriate, including but not limited to:
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 3

         (a) Borrower is duly  organized and validly  existing under the laws of
the state of their formation;  has the power and its  representatives  have been
duly authorized to enter into the transactions  contemplated by this Commitment;
and all necessary approvals required to consummate the transactions contemplated
hereby have been obtained.

         (b)  The  Loan  Documents  have  been  duly  authorized,  executed  and
delivered  by  Borrower  and are  the  legal,  binding,  valid  and  enforceable
obligations of Borrower in accordance with their respective terms, except as the
enforcement  of them may be limited by  bankruptcy,  insolvency,  moratorium and
other  applicable  debtor relief laws, which should not make them inadequate for
the practical realization of the benefits to be afforded Company by them.

         (c) Each of the Loan  Documents to be recorded is in  appropriate  form
for recordation in the applicable recording office.

         (d) To  counsel's  knowledge,  there are no material  legal  actions or
proceedings  pending or threatened  against or with reference to Borrower or the
Property, as applicable, before any court, quasi-judicial or administrative body
or regulatory agency.

         (e) The Loan does not  violate  in any  manner  the  usury  laws of the
State,  and the manner and  payment of  interest  under the Loan and all charges
required  to be paid under the Loan  (including  any prepaid  interest,  service
charges, participation payments, additional interest, Loan commitment fees, Loan
processing fees, and other charges contemplated, if any) are neither illegal nor
usurious in any manner under the laws of the State.

         (f) The  execution and delivery of the Loan  Documents by Borrower,  do
not  violate,  conflict  with,  result  in a  breach  of or  default  under  any
applicable  statute,   regulation,  rule,  order,  or  other  legal  requirement
applicable  to  Borrower  or any  material  agreement  by which  Borrower or its
properties  are bound,  or result in the  creation  or  imposition  of any lien,
charge or encumbrance  upon the assets of Borrower other than as contemplated by
the Loan Documents.

         (g) All taxes and recording, registration or filing fees required to be
paid to any  governmental  authority with respect to the  execution,  recording,
registration or filing of any of the documents  securing the Loan have been duly
paid in full except for nominal fees to be paid with respect to the recording of
the Loan Documents.

         4. Closing.  At closing,  Borrower  shall execute and/or deliver to the
Company all  documents,  monies,  instruments  and other items  required by this
Commitment.  The Company's  obligation to close is conditioned  upon its receipt
and approval of all such documents, monies, instruments and items.

<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 4

         5. Loan Financing. The Company agrees to enter or cause an affiliate to
enter into equipment loan financing  transactions  in accordance  with the terms
and conditions of this Commitment.  The Borrower and the Company shall execute a
Note  or  Notes  and  other   documents  as  may  be  required  by  the  Company
(collectively, the "Financing Documents"), which Financing Documents shall be in
form and contain terms  satisfactory  to the Company and  Borrower.  The Company
acknowledges  that it has agreed to provide new equipment  loan  financing in an
amount not to exceed Three Million Dollars ($3,000,000.00) (the "New Note"), and
to consolidate the New Note with (a) an Eight Million Seven Hundred  Twenty-five
Thousand  Dollars  ($8,725,000.00)  Balloon  Promissory Note, (b) a Four Million
Five Hundred Thousand Dollars ($4,500,000.00) Balloon Promissory Note, and (c) a
Two Million Two Hundred  Thousand  Dollars  ($2,200,000.00)  Balloon  Promissory
Note,  into a term  note with a term not to exceed  seven  (7)  years,  and with
monthly payments based upon an interest rate of ten and one-half percent (10.5%)
per annum and a seven (7) year  amortization  schedule.  In connection  with any
such  Loan  provided  by the  Company,  Borrower  shall be  required  to pay all
customary  equipment financing fees and costs,  including without limitation,  a
two percent  (2.0%)  commitment/origination  fee for the New Note payable to the
Company,  taxes,  and all closing costs,  along with any applicable  documentary
stamp taxes,  filing  fees,  and  attorney's  fees and costs.  The  Consolidated
Balloon  Promissory  Note or any loan agreement  associated  therewith  shall be
modified  to  provide  that it shall  become due and  payable  upon a "Change of
Control"  as  defined  in  that  certain  Indenture  (Series  B  Notes)  between
DenAmerica  Corp.  and State Street Bank and Trust Company dated March 29, 1996,
which may be waived by Company's in its sole discretion.

         Company  acknowledges  that the terms of the Financing  Documents shall
not include a prepayment  premium so long as the Borrower prepays the loan while
the Company or one of its  affiliates is the holder of the Financing  Documents.
In the event the Company or one of its affiliates sells or assigns the Financing
Documents,  the Lender  shall give  Borrower  one hundred and twenty  (120) days
prior written  notice of such proposed sale or  assignment,  and during such one
hundred and twenty (120) day period the Borrower  shall have the right to prepay
the entire unpaid  principal  balance of the loan, plus accrued interest and any
other  sums  due  Company  at the  time  of  prepayment,  without  payment  of a
prepayment premium.  The Financing Documents shall provide that in the event the
Company or one of its affiliates sells or assigns the Financing Documents,  then
the  Borrower  shall pay to the holder of the  Financing  Documents a prepayment
premium equal to the entire unpaid principal balance,  accrued interest, and any
other  sums due  Company  at the time of  prepayment,  plus the  greater  of (A)
Breakage  Costs (as defined below) or (B) (i) the present value of all remaining
payments of principal and interest,  discounted at the Treasury Rate,  less (ii)
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 5

the amount of principal  being  prepaid,  but shall not be less than one percent
(1%) of the then  outstanding  principal  balance  of the Loan (the  "Prepayment
Premium").  The "Treasury  Rate" shall be the yield on securities  issued by the
United States  Treasury  having a maturity  equal to the  remaining  term of the
Loan, as quoted in Federal Reserve  Statistical  Release  [H.15(519)]  under the
heading "U.S.  Government  Securities-Treasury  Constant  Maturity" for the date
most nearly two (2) weeks before the  prepayment  date (or a comparable  rate if
this rate is no  longer  published)  [adjusted  to  reflect  a  monthly  payment
interval].  If the above rate is not available for a term equal to the remaining
stated term of the Loan as of the date of such  prepayment,  the  Treasury  Rate
shall be  determined  by  interpolating  between the yields on securities of the
next longer and next  shorter  maturity.  "Breakage  Costs" shall mean an amount
equal to the greater of:

                  (a)      1% of the  entire  unpaid  principal  balance  of the
                           Note; or

                  (b)      (i)      the present value of all remaining  payments
                                    of principal  and interest  discounted  at a
                                    discount  rate  equal to the  "Swap  Rate on
                                    Date of Prepayment,"

                                    MINUS

                           (ii)     the present value of all remaining  payments
                                    of principal  and interest  discounted  at a
                                    discount  rate  equal to the  "Swap  Rate on
                                    Date of Note".

         "Swap Rate on Date of Note" shall be defined  herein as the fixed rate,
         as determined by Company in its reasonable discretion, which is paid by
         Company  (or which  otherwise  would be  required  to be received by an
         established and active interest rate swap counterparty,  whether or not
         a swap  transaction  is actually  entered into) on the date of the Note
         for a fixed rate swap in the notional amount and with the  amortization
         terms of the Loan,  in exchange for a floating rate equal to the 30-day
         LIBOR (London Inter-Bank Offering Rate).

         "Swap Rate on Date of Prepayment"  shall be defined herein as the fixed
         rate, as determined by Company in its  reasonable  discretion as of the
         date  and time of any  prepayment  hereunder,  which  the  Company  can
         contract to receive (or which otherwise would be paid by an established
         and  active  interest  rate swap  counterparty,  whether  or not a swap
         transaction  is actually  entered  into) under a fixed rate swap in the
         notional amount and with the remaining amortization terms of the amount
         being  prepaid,  in  exchange  for a floating  rate equal to the 30-day
         LIBOR (London  Inter-Bank  Offering  Rate),  minus  one-quarter  of one
         percent (25 Basis Points).
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 6

         6. Special  Conditions.  The Company's  obligations  to fund under this
Commitment  shall be contingent upon occurrence of all of the following  special
conditions:

         A.       SELECTION OF  RESTAURANT  EQUIPMENT  FOR PURPOSES OF PROVIDING
                  EQUIPMENT  COLLATERAL.  Selection of the restaurant  equipment
                  for purposes of  providing  equipment  collateral  shall be by
                  mutual agreement of the parties.

         B.       CONSOLIDATED  FIXED  CHARGE  COVERAGE  RATIO.  Borrower  shall
                  maintain a  Consolidated  Fixed Charge  Coverage  Ratio of not
                  less  than  1.1:1 on an  aggregate  basis for all  Denny's  or
                  Black-eyed  Pea   Restaurants   whose   equipment   serves  as
                  collateral  for the Loan based on an EBITDA  calculation  (the
                  "EBITDA FCCR"). The EBITDA FCCR means, for the trailing twelve
                  (12) month period, the ratio of (a) the Borrower Cash Flow for
                  such  period  to (b) the  Borrower's  Debt  Service  for  such
                  period.  "Cash Flow" means only as to the EBITDA FCCR, for any
                  period,  an amount equal to (a) the sum of (i) pre-tax  income
                  (less general and administrative expenses not to exceed 3 1/2%
                  of gross  sales),  (ii) interest  expense,  (iii) all non-cash
                  amounts in respect of depreciation and amortization,  and (iv)
                  Non-Recurring  Expenses less (b) Non-Recurring  Income, all as
                  reflected  on the  Borrower's  financial  statement  for  such
                  period. "Debt Service" means only as to the EBITDA FCCR all of
                  the Borrower's interest, the current portion of principal, and
                  current portion of capital lease obligations.

         C.       REPORTING.  Borrower  shall keep books and records  reflecting
                  its  financial  condition  including,  but not limited to, the
                  operation  of  the  Premises  in  accordance   with  generally
                  accepted  accounting  principles   consistently  applied.  The
                  Company  shall have the right,  from time to time at all times
                  during normal business  hours, to examine such books,  records
                  and  accounts at the offices of the  Borrower or other  entity
                  maintaining such books,  records and accounts and to make such
                  copies or extracts thereof as the Company shall desire. During
                  the term of the Loan, the Borrower must furnish or cause to be
                  furnished to the Company  within one hundred twenty (120) days
                  of the close of each of their respective fiscal years,  fiscal
                  year end audited current signed financial  statements  (annual
                  balance sheet and a profit/loss statement) of Borrower, and an
                  income and expense statement of the operation of the Premises,
                  all which must be "Presented  To" the Company.  Borrower shall
                  also  annually  furnish to the Company (i) annual U.S.  Income
                  Tax  Returns,  (ii)  a  statement  disclosing  all  contingent
                  liabilities,   and  (iii)  such  interim   statements  as  may
                  reasonably be required by Company, from time to time. Borrower
                  shall advise Company of its respective  fiscal  year-end dates
                  and shall  notify  Company in  writing,  of any change in such
                  year-end  dates.  During  the term of the Loan,  the  Borrower
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 7

                  shall furnish to Company within forty-five (45) days after the
                  end of each fiscal quarter of Borrower an unaudited  financial
                  statement  of Borrower  and a statement of income and expenses
                  of the Premises.  Finally,  Borrower  shall furnish to Company
                  within  thirty (30) days after the end of each fiscal month of
                  Borrower an  unaudited  financial  statement of Borrower and a
                  profit  and  loss  statement   relating  to  each  of  the  65
                  restaurants on which the equipment is located.

         D.       DEBT   FINANCING   COMMITMENT.    Company's   and   Borrower's
                  obligations hereunder are contingent on DenAmerica Corp.'s, or
                  a  special  purpose  bankruptcy  remote  entity's,   execution
                  simultaneously  herewith of a  Commitment  for debt  financing
                  from CNL Financial Services,  Inc. or one of its affiliates in
                  an amount not to exceed Seventeen Million One Hundred Thousand
                  Dollars  ($17,100,000.00)  to be  secured  by  first  priority
                  leasehold  mortgage  and security  interests in  approximately
                  thirty-four (34) Denny's located in Texas, Arizona,  Colorado,
                  Idaho,  Utah,  Missouri,  Oklahoma,  Louisiana,  Arkansas  and
                  Florida  (the "Debt  Financing  Commitment").  All  applicable
                  special conditions of the Debt Financing Commitment are hereby
                  incorporated by reference.

         E.       CNL GROWTH CORP.  NOTES.  DenAmerica  Corp. has an outstanding
                  promissory  note in the  original  principal  amount  of Seven
                  Million Seven Hundred  Thousand  Dollars  ($7,700,000.00),  of
                  which there remains  outstanding  approximately  $6,900,000.00
                  and an  outstanding  Convertible  Debenture  Agreement  in the
                  original   principal  amount  of  Four  Million  Four  Hundred
                  Thousand Dollars  ($4,400,000.00)  (together the "Growth Corp.
                  Notes").  DenAmerica Corp. agrees to (i) execute documentation
                  necessary such that all rights and remedies  available to Jack
                  Lloyd and William  Howard under those  certain  Series B Notes
                  shall also be available  to CNL Growth Corp.  under the Growth
                  Corp.  Notes  (the  "Remedies");   (ii)  execute  a  tri-party
                  agreement,   intercreditor   agreement  or  other  appropriate
                  documentation  with the Company,  Jack Lloyd,  William Howard,
                  and Banque Paribas, if necessary,  to effectuate the Remedies;
                  and (iii) provide a guaranty from  Black-eyed  Pea,  U.S.A. of
                  the Growth Corp. Notes.

         F.       POST-CLOSING  DOCUMENTATION.   Delivery  by  Borrower  of  all
                  documentation due to the Company,  CNL Growth Corp., or one of
                  their  affiliates,  including  but  not  limited  to  Landlord
                  Estoppels,  Real Property Waivers,  UCC Financing  Statements,
                  and Lease Amendments.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 8

         G.       PROCEEDS  OF LOAN.  The  proceeds of the Loan shall be applied
                  first to payment  of,  including  but not limited to, all past
                  due principal and interest payments,  taxes, rents,  insurance
                  premiums,  property taxes, and any other sums due the Company,
                  CNL American  Property Funds, LP, or one of their  affiliates,
                  under any existing loans or leases.

         H.       ESCROW OF PROPERTY  TAXES.  Beginning  on the first day of the
                  first full month  following  closing of the Loan  contemplated
                  hereunder,  and  continuing  on the  first  day of each  month
                  thereafter  during the term of the  applicable  loan or lease,
                  Borrower shall escrow  one-twelfth (1/12) of the annual amount
                  necessary to pay ad valorem and real property taxes due on the
                  real and personal  property  which is the subject of any lease
                  or collateral  for any loan by Lender or one of its affiliates
                  to  Borrower  or one of  Borrower's  affiliates  (the  "Escrow
                  Payment"). On the first day of the second full month following
                  closing,  Borrower shall pay those amounts  necessary to fully
                  fund the escrow account,  to date. Failure to make any monthly
                  Escrow Payment shall constitute a default under the applicable
                  loan or lease.  Lender's obligations  hereunder are contingent
                  on Borrower's or Borrower's affiliates executing modifications
                  to any and all such  leases  or loans  as may be  required  by
                  Lender  in  its   reasonable   discretion  to  effectuate  the
                  requirements of this paragraph.

         7.  Applicable  Law. This  Commitment  shall be construed in accordance
with the laws of the State of  Florida.  It is agreed  that time shall be of the
essence all terms and provisions of this Commitment.

         8. Survival.  The terms and conditions of this Commitment shall survive
closing with respect to the transaction contemplated herein.

         9. Commitment Period. This Commitment shall expire unless, on or before
ten (10) business days from the date of this  Commitment  set forth above,  this
Commitment is accepted and returned to the Company.

         10.  Assignment of  Commitment.  This  Commitment is not  assignable by
Borrower.  The  Company  may  assign  this  Commitment  in  whole  or part to an
affiliate of the Company without Borrower's consent.

         If this  Commitment  is  acceptable  to you,  please  sign in the space
provided below and return one executed  original letter to my office.  Following
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 9

receipt  of the  executed  Commitment,  I shall  instruct  our legal  counsel to
prepare definitive documents consistent with the foregoing terms and conditions.
If you have any questions, please do not hesitate to call me.

                                      Very truly yours,

                                      CNL FUND ADVISORS, INC.



                                      By: /s/ John T. Walker
                                          --------------------------------------
                                         John T. Walker, Chief Operating Officer

ACCEPTED AND AGREED:

As to Borrower

BLACK-EYED PEA, U.S.A.


By: /s/ Robert J. Gentz
    ---------------------------- 
Name:
     ---------------------------
As its:
        ------------------------
Date:
     ---------------------------


As to BORROWER on $18,4000,000.00 Consolidated Note
and GUARANTOR on the Growth Corp. Notes

DENAMERICA CORP.


By: /s/ Robert J. Gentz
    ---------------------------- 
Name:
     ---------------------------
As its:
        ------------------------
Date:
     ---------------------------