CNL FINANCIAL SERVICES, INC.

                                 April 13, 1999

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

         RE:      TOTAL  CUMULATIVE  LOAN  NOT TO  EXCEED  $17,100,000.00  TO BE
                  SECURED BY APPROXIMATELY  THIRTY-FOUR (34) DENNY'S RESTAURANTS
                  LOCATED IN TEXAS,  ARIZONA,  COLORADO,  IDAHO, UTAH, MISSOURI,
                  OKLAHOMA, LOUISIANA, ARKANSAS, AND FLORIDA

Dear Mr. Gentz:

         I am pleased to inform you that CNL Financial Services, Inc., a Florida
corporation  ("Lender")  has agreed to make available loan financing to you in a
total  cumulative  amount  not to  exceed  $17,100,000.00  (the  "Loan")  on the
following terms and conditions:

1.       BORROWER

         The  Borrower  shall be a  special  purpose  bankruptcy  remote  entity
         approved by Lender in Lender's reasonable discretion ("SPE").

2.       LOAN AMOUNT AND USE OF PROCEEDS

         The Loan will be  evidenced  by secured  promissory  notes  (singularly
         referred to as a "Note" and collectively referred to as the "Notes") in
         a total cumulative  amount not to exceed  $17,100,000.00 or such lesser
         amount,  as necessary,  so that the same shall not exceed sixty percent
         (60%) of the business  enterprise value for the Mortgaged  Premises (as
         hereafter defined) secured by leasehold properties (the "Loan Amount").
         The  proceeds  from the Loan shall be used  solely  for the  purpose of
         acquiring the Mortgaged  Premises from DenAmerica  Corp., or paying off
         or paying down all or a portion of the loans of  DenAmerica  Corp.  and
         Black-eyed Pea U.S.A., Inc., or certain of their respective affiliates.
         Each site is subject to the  approval  of Lender in  Lender's  sole and
         absolute discretion.

3.       INTEREST RATE

         Provided the loan closes prior to April 30, 1999,  the interest rate on
         the Loan,  prior to an event of default,  shall  accrue at a fixed rate
         per annum  established  on the day of closing equal to five hundred and
         fifty-five (555) basis points over the Applicable  Treasury Rate, which
         will be the yield  (determined  by  interpolating,  if  necessary)  for
         non-callable  U.S.  Treasuries  with a maturity  date of ten (10) years
         (one longer and one shorter, if interpolating),  as quoted by Bloomberg
         Financial  Markets on the date of funding of the Loan (the  "Closing").
         If the Loan is funded after April 30, 1999,  the interest rate shall be
         equal to the number of basis points over the  Applicable  Treasury Rate
         as set by Lender for such calendar month as its market spread.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 2

         The Note(s) shall include provisions for a default interest rate during
         the term of any Loan  default  which is four  percent  (4%)  above  the
         interest rate set forth in the Loan Documents ("Default Interest Rate")
         and for late charges on any payments not made when due and payable.  If
         any payment  fails to reach  Lender  within ten (10) days after the due
         date,  Borrower shall pay to Lender an additional  charge equal to five
         percent (5%) of the payment amount.

4.       TERM

         The term of  Borrower's  Loan will be for fifteen (15) years,  measured
         from the  first  day of the first  full  month  from and after the Loan
         Closing,  or as adjusted  by Lender to match the term of any  leasehold
         serving as Collateral for a specific Note.

5.       GUARANTIES

         Payment of the Loan will be guaranteed  by the  following  guarantor(s)
         (together the "Guarantor"):

                BLACK-EYED PEA U.S.A., INC., A TEXAS CORPORATION
                     DENAMERICA CORP., A GEORGIA CORPORATION

6.       PAYMENTS

         Borrower  will  pay a  monthly  principal  and  interest  payment  (the
         "Monthly Payment") in the amount necessary to fully amortize the entire
         Loan amount in equal monthly  payments  over the Loan term.  Unless the
         Loan  closes  on  the  first  (1st)  day  of  the  month,   an  initial
         interest-only payment for each site (the "Closing Payment") will be due
         on the date that the Loan  closes  and will be  withheld  from the Loan
         proceeds to be  disbursed to Borrower at Closing.  The Closing  Payment
         will equal the sum of the interest payable on the Loan from the Closing
         Date to the first (1st) day of the next month (unless  Borrower's  Loan
         closes on the first (1st) day of the month). Borrower's regular Monthly
         Payments  will then be due and  payable on the first  (1st) day of each
         month  (each  a  "Payment  Date")  beginning  on the  first  (1st)  day
         following the first (1st) full calendar month of the Loan.

7.       PREPAYMENT

         PREPAYMENT IN FULL

         A.       SWAP BREAKAGE. At any time prior to the Loan being included as
                  an  asset  of  a  Securitization  by  Lender  or  any  of  its
                  Affiliates,  and upon  giving  Lender  sixty  (60) days  prior
                  written  notice,  the  Borrower  may prepay the entire  unpaid
                  principal balance of the Note in full on the last Business Day
                  before  a  scheduled  monthly  payment  date.  Upon  any  such
                  prepayment,  the Borrower agrees to pay the Lender hereof,  in
                  addition  to the  entire  unpaid  principal  balance,  accrued
                  interest,  and  any  other  sums  due  Lender  at the  time of
                  prepayment,  a prepayment  premium (the "Prepayment  Premium")
                  equal to Breakage Costs (as defined below).
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 3

                  "Breakage Costs" shall mean 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  holder  in  its   reasonable
                  discretion,  which is paid by holder (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 this 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 holder in its  reasonable
                  discretion  as  of  the  date  and  time  of  any   prepayment
                  hereunder,  which the holder 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).

                  No  Prepayment  Premium  shall be due for any full  prepayment
                  made by the  undersigned,  upon  not less  than  five (5) days
                  prior written notice to holder, within ninety (90) days of the
                  maturity date of the Note.

         B.       MAKE WHOLE. At any time after the Loan is included as an asset
                  of a  Securitization  by Lender or any of its Affiliates,  and
                  upon giving Lender sixty (60) days prior written  notice,  the
                  Borrower may prepay the entire unpaid principal balance of the
                  Note in full on the  last  Business  Day  before  a  scheduled
                  monthly  payment  date as set  forth  below.  The  Loan may be
                  prepaid  subject  to  certain  restrictions  and  payment of a
                  Prepayment  Premium (as described below), if due, and interest
                  for the balance of the month in which any  prepayment  occurs,
                  which  shall be paid in order to  compensate  Lender for costs
                  and  losses  which  will  be  incurred  as  a  result  of  any
                  prepayment  under the Loan (including the breakage costs which
                  could  be  incurred  by  Lender  for the  interest  rate  swap
                  agreements and similar  interest rate  undertakings  of Lender
                  required to support the fixed rate on the Loan and the profits
                  lost  by  Lender   notwithstanding  any  reinvestment  of  the
                  prepayment proceeds).
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 4

                  Upon giving Lender sixty (60) days prior written  notice,  the
                  Borrower may prepay the entire unpaid principal balance of the
                  Note in full on the  last  business  day  before  a  scheduled
                  monthly payment date. Upon any such  prepayment,  the Borrower
                  agrees to pay the Lender  hereof,  in  addition  to the entire
                  unpaid principal balance, accrued interest, and any other sums
                  due Lender at the time of  prepayment,  a  prepayment  premium
                  equal to (i) the present  value of all  remaining  payments of
                  principal and interest,  discounted at the Treasury Rate, less
                  (ii) 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.

                  The principal sum of the Loan may not be prepaid,  in whole or
                  in  part,  at any  time  during  the  term  hereof  except  as
                  specifically  allowed under this section. In addition,  during
                  the ninety  (90) day  period  immediately  preceding  the Loan
                  Maturity  Date,  the Loan may be  prepaid at any time in whole
                  but not in part  after  Borrower  has given  thirty  (30) days
                  prior written notice to the holder of the Loan without payment
                  of a  Prepayment  Premium.  In the  event  that  the  Loan  is
                  accelerated  then  Borrower  shall  also pay the amount of the
                  Prepayment  Premium  that  would  have  been due had  Borrower
                  voluntarily  prepaid the Loan. The Lender or holder shall have
                  no obligation to accept any prepayment of principal  under the
                  Loan except as expressly stated in this section.

         PARTIAL PREPAYMENT

         The Borrower  shall have no right to make a partial  prepayment  of the
         outstanding indebtedness during the Note term.

8.       COLLATERAL

         The Loan will be secured by a first  priority  leasehold  mortgage  and
         security interest in approximately  thirty-four (34) Denny's located in
         Texas, Arizona, Colorado, Idaho, Utah, Missouri,  Oklahoma,  Louisiana,
         Arkansas,  and Florida,  including all real  property  and/or ground or
         restaurant leases, all personal property (including  equipment) and any
         and  all  other  property  and/or  interests  relating  to and  used or
         necessary  for  the  operation  of  the  restaurant   business  (unless
         specifically excluded by Lender) (the "Mortgaged  Premises"),  together
         with certain  guarantees of the guarantor(s)  identified above, if any,
         to the extent and in form and substance  satisfactory to Lender and its
         counsel.  At the time of closing the Loan, the Mortgaged Premises shall
         not be in violation of growth management statutes, concurrency laws and
         regulations,  zoning  ordinances,  building codes or  restrictions,  or
         present or future  encumbrances  not shown by the public  records.  Any
         applicable  Franchise Agreement shall be in a form acceptable to Lender
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 5

         and be for a term at least equal to the term of the Loan (including any
         renewal term(s)  exercisable by Borrower upon meeting the  franchisor's
         standard conditions). If Lender has approved the Loan on a ground lease
         or other leasehold  basis,  then the Lease shall be subject to Lender's
         approval in all respects and must include, or Borrower must provide, an
         undertaking  by the  Landlord  in form  acceptable  to Lender  allowing
         Lender notice of and an  opportunity  (but not the  obligation) to cure
         any default and the right,  in the event of a termination  of the Lease
         for any  reason,  for  Lender  to  enter  into a  substitute  lease  on
         equivalent  economic  terms  for  the  remainder  of  the  Lease  term,
         including all renewals.  Further,  any ground lease or other  leasehold
         interest  shall  be for a  term,  or  include  unilateral  options  for
         Borrower to extend the term of the Lease, for a period equivalent to or
         longer than the term of the Loan related  thereto.  The Loan  described
         herein shall be cross-collateralized  such that any collateral securing
         any  obligations  of Borrower  under the Loan shall be deemed to secure
         the obligations of the Borrower or Guarantors, if any, under the notes,
         mortgages,  and documents  executed in connection with the other loans,
         if any, from the Lender and that a default by Borrower or Guarantors in
         their  respective  obligations  under any other notes,  mortgages,  and
         documents  executed in  connection  with any other loans from Lender to
         Borrower or  Guarantors,  as the case may be, shall  entitle  Lender to
         seek  any and all  remedies  available  to it  under  any or all of the
         documents executed in connection with the Loan and all applicable laws.

9.       REQUIRED COVERAGE RATIOS

         Throughout  the term of the Loan,  Borrower is  obligated to maintain a
         Consolidated  Fixed Charge Coverage Ratio of not less than 1.2:1, based
         on an EBITDAR calculation (the "EBITDAR FCCR"). The EBITDAR FCCR means,
         for the  trailing  twelve  (12)  month  period,  the  ratio  of (a) the
         Borrower's Cash Flow for such period to (b) the Borrower's Debt Service
         for such period.  "Cash Flow" means, for any period, an amount equal to
         (a) the sum of (i) pre-tax  income,  (ii) interest  expense,  (iii) all
         non-cash amounts in respect of depreciation and amortization,  (iv) all
         operating  lease and/or rent expense,  and (v)  Non-Recurring  Expenses
         less (b)  Non-Recurring  Income,  all as  reflected  on the  Borrower's
         financial  statement  for such  period.  "Non-Recurring  Expenses"  and
         "Non-Recurring  Income"  mean  expenses or income,  as the case may be,
         that is  extraordinary  and generally not reflected in any prior period
         or  reasonably  anticipated  to be incurred in any  subsequent  period.
         "Debt  Service"  means  all of the  Borrower's  interest,  the  current
         portion of principal,  rental  payments and current  portion of capital
         lease obligations.  Borrower shall be entitled to make distributions to
         Guarantor only after Borrower has met the EBITDAR FCCR  requirement set
         forth herein.

10.      RADIUS RESTRICTION

         Neither  the  Borrower  nor any  Guarantor,  or any of  their  commonly
         controlled affiliates,  shall own an interest in, or operate, any other
         Denny's  restaurant  within a three (3) mile  radius  of the  Mortgaged
         Premises.

11.      DOCUMENTATION OF LOAN

         The  documents  used to  evidence  and to secure the Loan  contemplated
         herein  shall  be  those  documents   customarily  used  by  Lender  in
         connection  with loan  transactions  of the type,  character,  and size
         contemplated  herein and/or such other  documents as Lender , Borrower,
         and their attorneys, in their reasonable discretion, may deem necessary
         or  desirable  for  Lender's   protection   (collectively,   the  "Loan
         Documents").  At the Closing Borrower must execute and deliver all such
         Loan Documents as Lender may reasonably  require, in form and substance
         satisfactory to Lender.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 6

12.      VALUATION OF BORROWER'S REAL PROPERTY AND BUSINESS ASSETS

         Lender shall  engage  Deloitte and Touche,  L.L.P.,  or another  Lender
         approved valuation firm, to prepare a business enterprise valuation for
         all of the  Borrower's  restaurant  operations  in the event the Lender
         shall  obtain  an  assignment  of  a  restaurant   operation  lease  as
         collateral  for the Loan  contemplated  herein.  The  valuation and the
         appraisal methodology and conclusions included therein shall be subject
         to Lender's review and approval. All costs and fees associated with the
         preparation  of  the  valuation  shall  be  the  responsibility  of the
         Borrower,  and Borrower hereby agrees to immediately pay or prepay such
         valuation costs or fees upon the request of Lender.

13.      CROSS-DEFAULT

         A default in the Loan  contemplated by this commitment shall constitute
         a default in all of Borrower's  and  Guarantors',  if any,  other loans
         with Lender.  A default in any of  Borrower's or  Guarantors',  if any,
         other loans with Lender or under any commitment and/or loan made by any
         lending institution with the amount in controversy exceeding $25,000.00
         shall constitute a default in the Loan contemplated by this commitment.
         In the event of any default of the Loan or other loans  covered by this
         "cross-default"  provision,  Lender  shall be  entitled  to the Default
         Interest  Rate  during  the  term  of  any  Loan  default,  and  any of
         Borrower's  monies  deposited  with  Lender  shall be  immediately  and
         irrevocably  assigned  to  Lender  to apply to the  obligations  in any
         manner Lender deems  necessary.  The Loan Documents  shall provide that
         the  mortgage  shall  secure  the prompt  and  timely  delivery  of any
         promissory  or other  notes from  Borrower  to Lender.  In the event of
         default,  Lender  will be  entitled,  at its  option,  to cease  making
         advances   after  the   occurrence   of  any  such  event  of  default.
         Notwithstanding   the   foregoing,   the   cross-default   and  related
         cross-collateralization  provisions  of the Loan  Documents  shall  not
         apply to any related  party loans  outside of a given  single loan pool
         within the loan securitization financing structure of the holder of the
         Loan.

14.      HAZARDOUS  AND  REGULATED  SUBSTANCES;  ENVIRONMENTAL  SITE  ASSESSMENT
         STANDARDS

         Upon acceptance of this Commitment by Borrower, Borrower shall complete
         and return to Lender a Customer Environmental  Questionnaire ("CEQ") in
         the form  attached  hereto  for the  Mortgaged  Premises.  In the event
         Borrower's interest in the Mortgaged Premises is fee simple or a ground
         lease, Lender shall also require preparation of a Phase I Environmental
         Site  Assessment  Report  for  each  Mortgaged  Premises  to  serve  as
         collateral for the Loan by a Lender-approved environmental engineer. In
         the event Borrower's interest in the Mortgaged Premises is a lease in a
         free standing  unit,  Lender shall require a Transaction  Screen Report
         (i.e.,  an ERRIS  or VISTA  report)  by a  Lender-approved  information
         source. Thereafter, and at its sole discretion,  Lender shall determine
         whether  it  will  require  further  investigation,  including  but not
         limited to, a non-technical  inspection and/or preparation of a Phase I
         or Phase II  Environmental  Site  Assessment  Report  or a  Transaction
         Screen Report for each  Mortgaged  Premises to serve as collateral  for
         the Loan; provided,  however, that Lender shall obtain Borrower's prior
         written consent to any such further investigation. All reports shall be
         prepared  at  Borrower's  sole cost and  expense,  in  accordance  with
         Lender's environmental risk management standards and shall be certified
         to Lender.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 7

         Borrower  shall  furnish  evidence  satisfactory  to  Lender,  that the
         Mortgaged  Premises and  operations  at the  Mortgaged  Premises are in
         compliance with all applicable Federal,  State, and local environmental
         statutes,  laws, and regulations.  Borrower agrees to forward a copy of
         any such  notices  received  after this date to Lender  within five (5)
         days of their receipt.  Borrower  acknowledges that Lender shall not be
         obligated  to  proceed  to  closing  or   settlement  or  to  make  any
         disbursements  if,  in  Lender's  sole  discretion,   an  environmental
         regulatory violation or other environmental problem presents a material
         risk to Borrower's financial condition or to the value or marketability
         of the Mortgaged Premises.

         This  Commitment  is  contingent  upon  the  Lender's  approval  of the
         environmental  condition of the Mortgaged  Premises as set forth in the
         CEQ, the Phase I or Phase II Environmental  Site Assessment  Report(s),
         or  Environmental  Audit  Reports,  as  applicable,  and any subsequent
         findings,  test  results,  consultant  recommendations  and/or  reports
         generated as a result of such further investigation(s).

15.      SURVEYS AND FLOOD HAZARD CERTIFICATION

         If  Borrower's  interest in the  Mortgaged  Premises  is fee simple,  a
         ground lease or free-standing space lease, at least ten (10) days prior
         to the closing of the Loan,  Borrower  shall  furnish to Lender two (2)
         sealed  copies of a current  survey  (done  within  sixty  (60) days of
         closing  or as  approved  by Lender and title  agent) of the  Mortgaged
         Premises,  including all adjoining  alleys and  appurtenant  easements,
         prepared  by a  registered  surveyor  or  licensed  professional  civil
         engineer. All surveys shall be ALTA surveys certified to "CNL Financial
         I, Inc., a Florida corporation, CNL Financial Services, Inc., a Florida
         corporation,  CNL Financial IV, LP, a Delaware limited partnership, and
         CNL Financial V, LP, a Delaware limited partnership,  CNL APF Partners,
         LP,  a  Delaware  limited  partnership,  their  affiliates,  and  their
         successors  and/or  assigns," and the title insurance  company insuring
         the lien of Lender's  mortgage in  accordance  with  Lender's  standard
         Survey Requirements.

16.      INSURANCE REQUIREMENTS

         Borrower,  subject to applicable rules and regulations of the State (or
         States) in which the Mortgaged Premises are located (herein, as to each
         separate site, the "State"),  has the right to contract  insurance with
         an  insurance  agent or  company of  Borrower's  choice,  provided  the
         company or companies meet Lender's reasonable requirements.

         1.       Borrower shall  strictly  comply in all respects with Lender's
                  standard Insurance Requirements in connection with the hazard,
                  liability and other insurance required by Lender, as follows:

                  1.       Standard  Fire and Hazard  Insurance,  with  All-Risk
                           (including  Builder's Risk and worker's  compensation
                           coverage on all construction loans) Extended Coverage
                           Endorsement   including   Vandalism   and   Malicious
                           Mischief, without co-insurance, in an amount equal to
                           at  least  100%  of  the  replacement   cost  of  the
                           improvements  existing on the real property described
                           in  the   Loan   Documents   contemplated   by   this
                           commitment.  The  deductible  clause,  if any, of the
                           fire and extended  coverage policy may not exceed the
                           lesser of (i) one  percent  (1.0%) of the face amount
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 8

                           of the  policy,  (ii)  $25,000.00  and  (iii)  unless
                           included   in  a  blanket   policy  for  all  of  the
                           Properties,  five percent  (5.0%) of the gross annual
                           income of or revenues from the Property.  If Borrower
                           leases any portion of the Mortgaged Premises,  or any
                           interest  therein,  to a  third  party,  Rental  Loss
                           Insurance  should be required  if any lease  provides
                           for the  abatement  of rent.  Rental  Loss  Insurance
                           shall  be  required  if any  lease  provides  for the
                           abatement of rent.  Business  Interruption  Insurance
                           shall be  required.  Either  type of  insurance  must
                           cover debt service,  real estate taxes, and insurance
                           premiums for a period of at least twelve (12) months.

                  2.       If any Improvements on the Mortgaged  Premises are or
                           will be  located  in an area  identified  by the U.S.
                           Department of Housing and Urban Development  (H.U.D.)
                           as an area  having  "special  flood  hazards"  (zones
                           beginning with "A" or "V"),  flood  insurance must be
                           purchased  and  maintained in the amount equal to the
                           product  of (a)  the  amount  of the  Note  and (b) a
                           fraction,  the  numerator  of which is the  number of
                           buildings  located in such flood  hazard area and the
                           denominator  of  which  is the  number  of  buildings
                           located  on the  Property,  but in no event less then
                           the  maximum  limit of coverage  available  under the
                           National  Flood  Insurance  Act of  1968,  the  Flood
                           Disaster  Protection Act of 1973, and the Housing and
                           Community  Development  Acts of 1974 and 1977, all as
                           amended, whichever is less. Further, if the Mortgaged
                           Premises is located in an high  earthquake  risk area
                           and earthquake insurance is available, Borrower shall
                           purchase  and  maintain  earthquake  insurance  in an
                           amount equal to at least 100% of the replacement cost
                           of the  improvements  existing  on the real  property
                           described in the Loan Documents  contemplated by this
                           commitment.

                  3.       Borrower  shall also  maintain  employer and workers'
                           compensation   insurance,   single  limit  commercial
                           general  liability  for not  less  than  one  million
                           dollars  ($1,000,000.00),   and  if  Borrower  serves
                           alcoholic beverages on the Mortgaged Premises, liquor
                           liability  insurance  for not less  than two  million
                           dollars  ($2,000,000.00) against claims and liability
                           for bodily  injury or  property  damage to persons or
                           property  occurring  on each  site  constituting  the
                           Mortgaged Premises,  with umbrella liability coverage
                           of   not   less    than    five    million    dollars
                           ($5,000,000.00).  Evidence of such coverage  shall be
                           provided to Lender in the form of a certified copy of
                           the policy or an insurance certificate.

         1.       All  policies  must  be  issued  by  insurance  companies  and
                  agencies licensed or authorized by the Insurance  Commissioner
                  of the State in which the Mortgaged  Premises are located (the
                  "State") to conduct business in the State.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 9

         2.       All  policies  shall  be in  the  amounts,  form  and  content
                  (including  mortgagee clauses) as are acceptable to Lender and
                  issued by  insurance  carriers  which  have a  long-term  debt
                  rating of  claims  paying  in the  category  "A-" or better as
                  rated by Best's Insurance Rating Agency.

         3.       Lender will require  evidence that all policy premiums for all
                  coverages  (including  personal property if given as security)
                  are in effect for the  Collateral  and paid  through  June 30,
                  1999.

         E.       In the  event  the  terms of  Borrower's  franchise  agreement
                  require  that the amount of insurance be greater than that set
                  forth above,  Borrower  shall provide  evidence  acceptable to
                  Lender of its compliance  with the insurance  requirements  of
                  the Franchise Agreement.

17.      TITLE INSURANCE

         Lender,  at Borrower's  cost and expense,  shall obtain a  satisfactory
         ALTA Mortgagee Title Insurance Commitment ("Title Commitment") from the
         national title  insurance  company  offices  selected by Lender,  in an
         amount  equal  to the full  amount  of the  Loan  contemplated  by this
         commitment letter naming "CNL Financial I, Inc., a Florida corporation,
         CNL Financial Services, Inc., a Florida corporation,  CNL Financial IV,
         LP., a Delaware  limited  partnership,  CNL Financial V, LP, a Delaware
         limited  partnership,   CNL  APF  Partners,   LP,  a  Delaware  limited
         partnership,  their affiliates, and their successors and/or assigns" as
         the proposed insured.  The title insurance company and the form must be
         satisfactory  to Lender.  In  addition  to any  affirmative  coverages,
         special  endorsements,  or affirmative  insurance coverages required by
         Lender  or  its   counsel,   a  Form  9   (Comprehensive)   Endorsement
         (Restrictions, Easements, Minerals) or its equivalent shall be required
         for all  Mortgaged  Premises.  Lender shall  receive a marked-up  Title
         Commitment  at the  closing  of the Loan at  Borrower's  sole  cost and
         expense.

         After the closing of the Loan, Borrower,  at its sole cost and expense,
         shall furnish  Lender with such title  endorsements  or updates to said
         ALTA Title Insurance Policy or any other title  documentation as Lender
         may  reasonably  require,  from time to time,  to insure Lender that no
         other  matters of record  affect the condition of title or the priority
         of Lender's lien.

         Prior to closing, as reasonably requested by Lender,  Borrower,  at its
         sole  cost and  expense,  shall  furnish  Lender  with  UCC  (Financing
         Statement),  judgment  and  tax  lien  searches  and  reports  for  the
         Mortgaged Premises, Borrower and each Guarantor.

18.      REAL ESTATE TAXES, ASSESSMENTS AND TAX SERVICE

         All taxes and  assessments  payable in  connection  with the  Mortgaged
         Premises must be paid to the time of closing if due. Before the closing
         of the Loan, Borrower must furnish evidence satisfactory to Lender that
         the Mortgaged  Premises are (or are not)  separately  assessed for real
         estate taxation  purposes.  Borrower shall provide Lender with evidence
         satisfactory  to Lender that all real estate taxes are paid in a timely
         fashion. The Loan Documents will contain a provision requiring Borrower
         to keep all taxes and assessments  against the Mortgaged Premises fully
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 10

         paid before the same become  delinquent,  and the failure to do so will
         be an event of default under the Loan; provided,  however,  that in the
         event that Borrower's interest in the Mortgaged Premises is a leasehold
         interest,  and such Mortgaged Premises are not separately  assessed for
         real estate  taxation  purposes,  Borrower is not in default  under the
         lease with respect to the payment to  lessor/owner  in connection  with
         such real estate taxes or  assessments  (if required under the terms of
         the  lease)  and  the  lessor/owner  of  such  Mortgaged   Premises  is
         responsible for the payment of such taxes or assessments therefor, then
         the  non-payment  shall  not be an  event  of  default  under  the Loan
         Documents.

19.      COSTS AND EXPENSES

         Lender shall not be put to any expense  whatsoever in  connection  with
         the issuance of this commitment or the closing of the Loan contemplated
         hereby. Accordingly Borrower shall pay directly or reimburse Lender for
         all costs and expenses  incurred in connection with the preparation for
         and the closing of the Loan,  whether the Loan is closed or not. In the
         event it is determined  subsequently  that additional costs relating to
         the transaction are due,  Borrower agrees to pay such costs immediately
         upon  demand,  so long as such  costs  are not the  result of errors or
         omissions of Lender.

20.      GOVERNMENTAL AUTHORITY

         At least  ten  (10)  days  prior to  closing,  upon  Lender's  request,
         Borrower  shall  provide  Lender  with  any or  all  of  the  following
         governmental documentation:

         A.       A letter describing the land-use classification, the permitted
                  uses   in   that   land-use    classification,    the   zoning
                  classification,   and  the  uses   permitted  in  that  zoning
                  classification for the Mortgaged  Premises  (described therein
                  by legal description), which property shall be the same as the
                  property   described  in  the  survey  and  Title   Commitment
                  described  herein.  In lieu of  zoning  letters,  Lender  will
                  accept certification by the surveyor on the face of the survey
                  as to  the  properties  zoning  classification  and  the  uses
                  permitted by this classification; and

         B.       A  certificate  of  occupancy  for the  entire  project  or as
                  otherwise designated by Lender; and

         C.       Any  and all  licenses  and  permits  necessary  for the  use,
                  development and operation of the Mortgaged Premises, including
                  those licenses and permits  required to serve food, beer, wine
                  and liquor, if applicable.

21.      COMPLIANCE WITH LAWS

         The Loan contemplated  hereunder, as well as the Mortgaged Premises and
         the  proposed  and  actual  use  thereof,  must  comply  with all laws,
         statutes,   ordinances,  rules  and  regulations  of  all  governmental
         authorities having jurisdiction over such matters. By its acceptance of
         the commitment,  Borrower  certifies,  and upon Lender's request,  will
         furnish evidence  satisfactory to Lender,  that the Mortgaged  Premises
         are currently in compliance  and will comply with all  applicable  laws
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 11

         (including,  without limitation, the Americans with Disabilities Act of
         1990,  Public  Law  101-336,  42  USC  12101),  ordinances,  rules  and
         regulations,  and  with  all  covenants,   conditions,   easements  and
         restrictions to which the Mortgaged  Premises are subject.  At the time
         of the Loan  closing  and at the time of any  disbursement  by  Lender,
         there  must be no  action  or  proceeding  pending  before  any  court,
         quasi-judicial or administrative  body or regulatory agency relating to
         the validity of the Loan, the Mortgaged Premises or Borrower's proposed
         or actual use of the Mortgaged Premises.  All rights to appeal from any
         decision  rendered in connection with the Loan, the Mortgaged  Premises
         or the  proposed  or actual  use of the  Mortgaged  Premises  must have
         expired prior to the closing date and pertinent disbursement dates.

22.      LEASES

         The  following  provisions  shall apply if the  Mortgaged  Premises are
         leased to any third  party:  (i) all leases  must be provided to Lender
         for its review and approval prior to closing or execution thereof; (ii)
         all rents,  leases,  and profits involving any portion of the Mortgaged
         Premises  shall be assigned to Lender as additional  collateral;  (iii)
         Lender  reserves  the right to review and approve any and all leases of
         any portion of the Mortgaged  Premises;  (iv) after approval by Lender,
         no such lease can be  modified or  canceled  without the prior  written
         consent of Lender;  (v) Lender may require  that all tenants must agree
         in  writing  to give  Lender  both a written  notice of any  default by
         landlord(s) under the lease(s) and a reasonable opportunity to cure the
         same; (vi) Lender shall require all tenants to execute a Subordination,
         Non-Disturbance and Attornment  Agreement pursuant to which each tenant
         shall  (a)  agree to  subordinate  its  lease  to the lien of  Lender's
         Mortgage,  (b) agree to recognize Lender or its assigns as the landlord
         under the lease in the event that Lender or its assigns  becomes  owner
         of the Mortgaged  Premises,  and (c)  acknowledge  that tenant shall be
         permitted to occupy the Mortgaged  Premises so long as tenant is not in
         default  under the lease,  subject to the terms and  conditions  of its
         lease and the Subordination,  Non-Disturbance and Attornment Agreement;
         and (vii) prior to closing,  Lender may require that  Borrower  furnish
         tenant  estoppel  certificates  and other proof  satisfactory to Lender
         that the leases of the  Mortgaged  Premises  are in force and effect in
         accordance with their respective terms and no defaults  presently exist
         or are contemplated by any party to the leases.

23.      REPORTING

         A.       Guarantor and Borrower shall keep books and records reflecting
                  its  financial  condition  including,  but not limited to, the
                  operation  of  the  Mortgaged   Premises  in  accordance  with
                  generally accepted accounting principles consistently applied.
                  Lender  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  Guarantor or other entity
                  maintaining such books,  records and accounts and to make such
                  copies or extracts thereof as the Lender shall desire.

         B.       During  the  term of the  Loan,  the  Borrower  and  Guarantor
                  (collectively,  the  "Reporting  Entities") on a  consolidated
                  basis  at the  Guarantor  level  must  furnish  or cause to be
                  furnished to the Lender  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 the Borrower and
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 12

                  Guarantor and an income and expense statement of the operation
                  of the Mortgaged  Premises,  all which must be "Presented  To"
                  CNL  Financial I, Inc., a Florida  corporation,  CNL Financial
                  Services, Inc., a Florida corporation,  CNL Financial IV, LP.,
                  a  Delaware  limited  partnership,  CNL  Financial  V,  LP,  a
                  Delaware  limited  partnership,  and CNL APF  Partners,  LP, a
                  Delaware limited partnership. All Borrowers and Guarantors, if
                  applicable,  shall also annually furnish to Lender: (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  Lender,  from time to time.
                  Borrower and Guarantor  shall advise Lender of its  respective
                  fiscal year-end dates and shall notify Lender, in writing,  of
                  any change in such year-end dates. Borrower shall also furnish
                  to Lender  current signed rent rolls or lease digests prior to
                  the Closing and annually thereafter, no later than one hundred
                  twenty (120) days after the close of  Borrower's  fiscal year,
                  certified to be correct by Borrower.

         C.       During the term of the Loan, the Borrower and Guarantors shall
                  also furnish to Lender  within  thirty (30) days after the end
                  of each fiscal month of Borrower and  Guarantors  an unaudited
                  financial  statement of Borrower and  Guarantors  and a profit
                  and loss statement relating to each restaurant  comprising the
                  Mortgaged Premises.

         D.       Finally,  during the term of the Loan, the Borrower shall also
                  furnish  to Lender,  in  addition  to the  annual and  monthly
                  reports required above,  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 Mortgaged Premises.

24.      PROHIBITION AGAINST SECONDARY FINANCING

         This  commitment is conditioned  upon there existing at the time of the
         Loan, and during the term of the Loan, except as previously approved by
         Lender, no secondary or supplementary financing, no other lien, charge,
         or security  interest  upon or affecting  any of the property  (real or
         personal,  tangible  or  intangible)  in which  Lender  has a  security
         interest and no agreement to grant any such  interest  other than liens
         or charges  which will be  discharged  from the  proceeds  of the Loan.
         However,  it shall not be a default  for  Borrower  to obtain  purchase
         money financing in an amount not to exceed  $25,000.00 for any site and
         grant a  security  interest  in such  equipment  purchased  to  replace
         existing equipment or to comply with the terms of Borrower's  franchise
         agreement  so long as  Borrower  has  obtained  the prior  approval  of
         Lender, which approval shall not be unreasonably withheld,  delayed, or
         conditioned.

25.      NON-ASSIGNABILITY AND THIRD PARTY BENEFICIARY RIGHTS

         Neither  this  commitment  nor the  proceeds  of the Loan  contemplated
         herein  shall be  assignable  by  Borrower  without  the prior  written
         consent of Lender and any attempt at such assignment  without  Lender's
         prior written consent shall be void. All third-party beneficiary rights
         of Borrower are expressly negated. No person who is not a party to this
         commitment  shall  have or enjoy  any  rights  under  this  commitment.
         Furthermore,  without limiting the generality of the foregoing,  no one
         other  than  Borrower  shall  have any  rights  to  obtain  or compel a
         disbursement  of the  proceeds  of the  Loan  contemplated  under  this
         commitment.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 13

26.      SECURITIZATION OR OTHER ASSIGNMENT AND/OR PARTICIPATION BY LENDER

         Lender  reserves the right to assign,  transfer,  participate,  pledge,
         hypothecate or encumber, or any combination thereof, all or any part of
         Lender's  interest  in this  commitment  or any of the  collateral  and
         security  instruments and documents mentioned herein without Borrower's
         consent.  Without  limiting the generality of the  foregoing,  Borrower
         acknowledges that the Loan is being offered by Lender as part of a Loan
         securitization program. Borrower agrees to cooperate in good faith with
         Lender's  reasonable  requests relating to the  securitization  program
         process  and  requirements   and  agrees  and  acknowledges   that  all
         information relating to Borrower and this Loan may be made available by
         Lender to the other participants in the loan  securitization.  Borrower
         understands  and agrees  that Lender  intends to and may,  from time to
         time,  sell,  pledge,  grant a security  interest  in and  collaterally
         assign,  take, and deliver or otherwise encumber or dispose of the Note
         or other  Loan  Documents  and its  rights  and  powers  thereunder  in
         connection  with the loan  securitization  or  otherwise  and  Borrower
         agrees to assist  Lender  in  completing  any  documents  necessary  to
         accomplish  any  such  transfer  and/or   securitization   transaction.
         Borrower(s) and  Guarantor(s)  hereby  authorize  Lender to provide any
         information  regarding  Borrower(s)  and  Guarantor(s)  in all  reports
         required  as  part  of  a  loan   securitization   program  or  by  any
         governmental body regulating Lender.

27.      SEVERABILITY AND WAIVER OF RIGHTS OF LENDER

         If Lender  chooses to waive any  covenant,  paragraph,  or provision of
         this commitment,  or if any covenant,  paragraph,  or provision of this
         commitment  is  construed by a court of  competent  jurisdiction  to be
         invalid  or  unenforceable,  it shall  not  affect  the  applicability,
         validity, or enforceability of the remaining covenants,  paragraphs, or
         provisions.  The  failure  or delay of  Lender to  insist  upon  strict
         performance of any term, condition,  or requirement of this commitment,
         or to exercise any right herein  conferred in any one or more instances
         shall not be deemed a waiver or relinquishment of any term,  condition,
         requirement,  or right  that  Lender may have and shall not be deemed a
         waiver of any subsequent term, condition, requirement, or right.

28.      MISCELLANEOUS

         A.       The paragraph  headings herein are for information only and in
                  no way limit, define or modify Borrower's obligation under the
                  provisions, covenants, terms and conditions hereof.

         B.       All of the agreements,  terms and conditions  shall be binding
                  upon and inure to the benefit of each of the  parties  hereto,
                  their respective successors,  heirs, legal representatives and
                  assigns.

         C.       Time shall be of the essence of this commitment.  No waiver of
                  any of the terms and  provisions  of this  commitment,  and no
                  waiver of any default or failure to comply with the commitment
                  shall be effective, unless made by Lender in writing.

         D.       The  closing  shall  occur in the State (or by mail  through a
                  closing agent in the State designated by Lender) at a time and
                  place to be determined by Lender.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 14

         E.       Any notice  required or  permitted to be given shall be deemed
                  to  have  been  duly  given  when   addressed  and  mailed  by
                  Registered  or Certified  United States mail,  return  receipt
                  requested,  to Lender at the address on the letterhead of this
                  commitment and to the attention of the individual signing this
                  commitment  letter on behalf of Lender,  or to Borrower at the
                  address  to which this  commitment  is  addressed,  or to such
                  other  place  as  either  of the  parties  may for  themselves
                  designate in writing for the purposes of receiving notices.

         F.       All personal  pronouns used in this  commitment  shall include
                  the other genders  whether used in the masculine,  feminine or
                  neuter  gender,  and the  singular  shall  include  the plural
                  whenever and as often as may be appropriate.

         G.       Borrower(s)  and  Guarantor(s)  shall have  joint and  several
                  liability for all  obligations  imposed upon  Borrower(s)  and
                  Guarantor(s) under this commitment.

         H.       This  commitment  is  conditioned  upon  continuation  of  the
                  assets,  liquidity,  net  worth,  and credit  standing  of all
                  persons  to  be  obligated  to  Lender  at   substantially  as
                  favorable  a level as  disclosed  initially  by the  financial
                  statements and other credit  information  submitted to Lender.
                  So long as this commitment remains in force and effect, Lender
                  shall have the right to demand current and complete  financial
                  statements  of any or all persons to be  obligated  to Lender.
                  These  statements shall be prepared in a manner and a level of
                  detail   satisfactory  to  Lender.  This  commitment  is  also
                  conditioned upon there being no  unanticipated  disruptions in
                  Lender's  commercial  paper  conduit  or no  material  adverse
                  changes in Lender's capital market funding sources.

         I.       At the time  Lender  closes or acquires  the Loan,  Borrower's
                  obligations either under this commitment or under any existing
                  security instrument affecting the Mortgaged Premises shall not
                  be in default in any respect, and no event shall have occurred
                  which,  subject to either the passage of time or the giving of
                  notice, or both, would result in such a default.

         J.       So  long as  this  commitment  or any  Loan  made or  acquired
                  pursuant  hereto  remains  in force  and  effect,  Lender  and
                  Lender's agents and/or consultants shall have the right at all
                  reasonable  times  to  enter  and  to  inspect  and  test  the
                  Mortgaged Premises on 24 hours or more prior notice.

         K.       Lender may upon receipt of consent from Borrower  announce and
                  publicize the source of the financing contemplated  hereunder,
                  by means and media selected by Lender.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 15

         L.       In the  event  Lender  is named in any  legal  action  brought
                  against  Borrower(s)  and/or  Guarantor(s),   Borrower(s)  and
                  Guarantor(s) shall, jointly and severally,  defend all claims,
                  losses or liabilities,  including  attorneys' fees,  paralegal
                  fees, and all related legal costs and expenses  arising out of
                  this commitment and/or the Loan contemplated by the commitment
                  and shall  indemnify and hold Lender harmless from and against
                  any  act or  omission  of  Borrower  or of  Borrower's  agents
                  resulting  in any loss or damage  because of a claim by anyone
                  for a brokerage fee, commission, or finder's fee alleged to be
                  due as a result of the issuance of this  commitment  or making
                  of the Loan.  Prior to the  closing  of the Loan,  Lender  may
                  request  Borrower to furnish  evidence  satisfactory to Lender
                  that  Borrower  has paid in full all fees or  charges  due any
                  mortgage  banker,  mortgage  broker or other  party  assisting
                  Borrower in arranging this financing.

         M.       Borrower  represents  that  there is no  litigation,  legal or
                  administrative  proceeding,  investigation,   condemnation  or
                  other  action of any  nature  commenced,  pending,  or, to the
                  knowledge of  Borrower,  threatened  against or affecting  the
                  Mortgaged  Premises or Borrower or any Guarantor which has not
                  been  disclosed  in detail in  writing to Lender and which may
                  involve the possibility of any judgment or liability not fully
                  covered  by  insurance,  or  materially  or  adversely  affect
                  Borrower's  interest in the  Mortgaged  Premises or any of the
                  assets of Borrower or Borrower's right to carry on business as
                  now  conducted,  or affect  the  continued  employment  of any
                  officer, or director of Borrower.

         N.       Borrower  and each  Guarantor  hereby  separately  warrant  to
                  Lender  that  all  representations,  circumstances,  accounts,
                  reports,  and all  other  information  supplied  to  Lender in
                  connection with the Loan are true and accurate in all material
                  respects. Borrower and each Guarantor agree that each separate
                  warranty  shall  survive  the  closing of the Loan and further
                  agree to notify  Lender of any  material  change in any of the
                  information submitted to Lender.

         O.       This  letter   supersedes  any  and  all  prior   commitments,
                  agreements, provisions, offers and statements, whether written
                  or  oral,   made  by  Lender  or   anyone   acting   with  its
                  authorization.  No change,  amendment,  or modification hereof
                  shall be valid  unless  made in  writing  and signed by a duly
                  authorized  officer  of  Lender.  This  letter  and the rights
                  hereunder may not be assigned by Borrower to any other party.

29.      CANCELLATION AND TERMINATION OF COMMITMENT BY LENDER

         Lender  reserves the right to cancel this  commitment  and to terminate
         its  obligations  thereunder  at any  time  in  any  of  the  following
         circumstances:

         A.       Failure of Borrower or of any  Guarantor to comply with any of
                  the provisions, conditions, or requirements of the commitment;
                  or

         B.       Nonpayment  within the prescribed time of any fees or expenses
                  called for in the commitment; or
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 16

         C.       Insufficiency  of title or failure of Lender to approve either
                  the  state  of  title to the  Mortgaged  Premises  or any Loan
                  Documents delivered to it; or

         D.       Damage to existing improvements which has not been repaired or
                  restored  to  the   satisfaction  of  Lender,   or  for  which
                  satisfactory  provisions  for repair or  restoration  have not
                  been made at the time Lender is called upon to act pursuant to
                  this commitment; or

         E.       The  filing by or against  any  Borrower,  Guarantor  or other
                  persons  required to execute any of the Loan Documents of: any
                  petition   in   bankruptcy,   trusteeship,    insolvency,   or
                  reorganization;  any action for the  appointment of a receiver
                  or trustee; or an assignment or arrangement for the benefit of
                  creditors,   which  petition,   appointment,   assignment,  or
                  arrangement  is  not  withdrawn,   dismissed,   canceled,   or
                  terminated prior to the expiration of this commitment; or

         F.       If Borrower's  business is  discontinued  or suspended for any
                  reason or if  Borrower  is in  default  under the terms of any
                  applicable Franchise Agreement; or

         G.       If there have been any material  misrepresentations,  material
                  errors, or the withholding of material information incident to
                  the Loan contemplated by this commitment; or

         H.       If any information previously submitted to Lender proves to be
                  false or incorrect; or

         I.       Any change subsequent to the date of this commitment deemed by
                  Lender to be a material or  substantial  adverse change in the
                  assets,  liquidity,  net  worth,  or  credit  standing  of any
                  Borrower,   Guarantor,   or  other  person  who  shall  become
                  obligated  in any way to Lender under this  commitment  or the
                  Loan contemplated by this commitment; or

         J.       The taking of a judgment  against any  Borrower  or  Guarantor
                  which in the sole discretion of Lender materially  affects his
                  credit standing; or

         K.       If Borrower or any Guarantor  defaults on any other obligation
                  to Lender; or

         L.       In the event the Mortgaged  Premises are (i) contaminated with
                  hazardous  materials,  chemicals,  substances or toxic wastes,
                  (ii) not in compliance with applicable environmental statutes,
                  laws,  or  regulations,  or Lender is not  satisfied  with any
                  environmental assessment report or any further investigations,
                  tests,   results,   findings,    recommendations,    and   /or
                  conclusions; or

         M.       The death of any Borrower or Guarantor.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 17

30.      WAIVER OF JURY TRIAL

         BORROWER, GUARANTORS (IF ANY) AND LENDER HEREBY KNOWINGLY,  VOLUNTARILY
         AND  INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY WITH  REGARDS TO
         ANY LITIGATION BASED ON THIS LETTER,  THE LOAN CONTEMPLATED  HEREBY AND
         ANY  OBLIGATION  RESULTING  FROM OR  RELATED  TO ANY  LOAN OR  GUARANTY
         RELATING TO THIS LETTER,  OR ANY AGREEMENT  CONTEMPLATED TO BE EXECUTED
         IN CONJUNCTION HEREWITH,  OR ANY COURSE OF DEALING,  COURSE OF CONDUCT,
         STATEMENTS  (WHETHER  VERBAL OR WRITTEN),  OR ACTIONS OF BORROWER,  ANY
         GUARANTOR OR LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER
         OFFERING THE LOAN CONTEMPLATED HEREBY.

31.      BROKERAGE COMMISSION

         The Lender shall assume no  responsibility  for payments to any broker,
         finder or similar agent in connection with the Loan. The Borrower shall
         indemnify and hold the Lender  harmless for any such amounts or claims.
         It is further  agreed that the Lender shall not be obligated to pay for
         any prior commitment fees to other lending  institutions  and/or any of
         Borrower's liquidated damages arising therefrom.

32.      GOVERNING LAW

         The terms and  conditions of this  commitment  letter shall survive the
         closing of the Loan  contemplated by the commitment.  In the event of a
         conflict between the terms and conditions of this commitment letter and
         the Loan  Documents  used to close the Loan, the Loan Documents used to
         close the Loan  shall  prevail.  This  commitment  is  subject  to full
         compliance  with all  applicable  State  and  Federal  laws,  rules and
         regulations  which may govern Lender and with all formal  directives of
         State and  Federal  agencies  implementing  and  enforcing  such  laws,
         regulations and rules. This commitment shall be construed  according to
         and  governed by the laws of the State of Florida,  provided  that from
         and after  closing the parties'  obligations  and rights under the Loan
         Documents  executed  pursuant  hereto,  as to each separate  restaurant
         property  site  constituting  any of the Mortgaged  Premises,  shall be
         construed  according  to and governed by the laws of the State in which
         the Mortgaged Premises are located.  In addition,  Lender may choose to
         avail itself of any applicable  Federal law.  Borrower and Lender agree
         that any dispute arising out of this Commitment shall be subject to the
         jurisdiction of both the state and federal courts in Florida.  For that
         purpose,  Borrower hereby submits to the  jurisdiction of the state and
         federal courts of Florida. Borrower further agrees to accept service of
         process  out of any of the  aforesaid  courts  in any such  dispute  by
         registered  or certified  mail  addressed to Borrower.  Nothing  herein
         contained,  however,  shall prevent  Lender from bringing any action or
         exercising any rights against Borrower or any security within any other
         state or jurisdiction.

33.      CONDITIONS TO ACCEPTANCE

         This offer is subject to the following additional conditions:

         A.       This offer to enter a loan commitment  will expire unless,  on
                  or before ten (10)  business days from the date of this letter
                  as set forth  above,  Borrower  signs,  dates and  returns the
                  enclosed copy of this letter,  and deliver Borrower's check to
                  Lender in the amount  equal  $10,000.00  for a  non-refundable
                  loan commitment fee (the  "Commitment  Fee")(which  Commitment
                  Fee has been paid), and
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 18

                  Borrower  shall  also pay to  Lender  an  amount  equal to one
                  percent  (1.0%)  of  the  Loan  Amount,  less  the  $10,000.00
                  previously  paid as the Commitment  Fee, for a  non-refundable
                  loan  origination fee (the  "Origination  Fee"),  which amount
                  shall be due at the closing.

         B.       Lender's  counsel  must be satisfied  with the  documentation,
                  title condition,  proceedings and legal opinions,  engineering
                  conditions  and  environmental  conditions  incident  to  this
                  transaction.  Borrower will provide to Lender such  attorney's
                  opinions  as  Lender  may  deem  necessary  opining  as to the
                  enforceability of and Borrower's qualifications and ability to
                  enter into the Loans  contemplated  herein in the jurisdiction
                  in which the Mortgaged Premises are located.

         C.       Lender's obligations hereunder are contingent upon its receipt
                  of a credit reference of Borrower  acceptable to Lender in its
                  sole and absolute discretion.

         D.       The preceding terms and conditions are not exhaustive, and the
                  Loan  shall be  subject  to  Lender's  standard  loan  closing
                  procedures and requirements.  Lender's  commitment will expire
                  sixty (60) days from the date of this letter.

34.      SPECIAL CONDITIONS

         Additional conditions and/or requirements, or permitted variations from
         Lender's  standard loan  conditions  and  requirements,  if any, are as
         follows:

         A.       SPE shall  conform to Lender's  requirements  (including  loan
                  covenants)  for  qualification  as a tax  neutral,  Bankruptcy
                  Remote Special  Purpose Entity ("BRE") and shall be acceptable
                  to Lender,  in Lender's  discretion.  Further,  Borrower shall
                  provide a legal  opinion,  in a form  acceptable  to Lender in
                  Lender's  discretion,  that  such  entity  is not  subject  to
                  consolidation   by  virtue  of  the   bankruptcy   of  another
                  corporation, entity, company or partnership.

         B.       Lender's and Borrower's  obligations  hereunder are contingent
                  on Borrower's  and  Black-Eyed  Pea U.S.A.,  Inc.'s  execution
                  simultaneously  herewith and subsequent  simultaneous  closing
                  related  thereto,  of a commitment for debt financing from CNL
                  Fund Advisors, Inc. or one of its affiliates for Three Million
                  and no/100 Dollars  ($3,000,000.00) of new equipment financing
                  and the  modification of Fifteen Million Four Hundred Thousand
                  and no/100  Dollars  ($15,400,000.00)  of  existing  equipment
                  financing,  in an  aggregate  amount  not to  exceed  Eighteen
                  Million Four Hundred  Thousand  Dollars  $18,400,000.00  to be
                  secured  by a first  priority  security  interest  in  certain
                  furniture,  fixtures and equipment ("ff&e") in various Denny's
                  and Black-Eyed Pea restaurants.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 19

         C.       During such time as Borrower  is not meeting  EBITDAR  FCCR as
                  set forth in paragraph 9 of this commitment, Borrower shall be
                  required to obtain  Lender's  prior written  consent to any of
                  the  following:   paying  cash  dividends  on  capital  stock,
                  repurchasing  shares of capital  stock,  making any  preferred
                  return payments and incurring additional indebtedness which is
                  not specifically  related to the acquisition or development of
                  Denny's  restaurant  units.  Failure  of  Borrower  to  obtain
                  Lender's  prior  written  consent  to any of the  above  shall
                  constitute a default under the Loan Documents entitling Lender
                  to any and all available remedies.

         D.       Any  proceeds  from the  sales of any  restaurant  site(s)  of
                  Borrower, including but not limited to the Mortgaged Premises,
                  shall be used to pay off Borrower's  existing debt  associated
                  with such site(s). Lender shall not accept partial prepayment.
                  Therefore, any such sales and resulting payoff must be of each
                  and every unit securing any one Note. Borrower's failure to do
                  so  shall  constitute  a  default  under  the  Loan  Documents
                  entitling Lender to any and all available  remedies.  Borrower
                  shall be  entitled  to  transfer  the  Mortgaged  Premises  to
                  Denny's  Inc., or to Advantica,  Inc.  ("Franchisor")  without
                  paying off Borrower's  existing debt,  provided however,  that
                  (1) Franchisor's  financial  condition,  creditworthiness  and
                  ability to operate the Mortgaged  Premises are satisfactory to
                  Lender in its reasonable discretion, (2) Franchisor assumes in
                  writing all  obligations  of the  Borrower  under the Note the
                  other Loan Documents;  and (3) Franchisor  shall pay all costs
                  and expenses in connection  with such transfer and assumption,
                  including without limitation all fees and expenses incurred by
                  Lender.   Lender  shall  release  the  Guarantors  from  their
                  obligations  under  the  Guaranties  upon  any  such  sale  to
                  Franchisor as approved by Lender.  Further,  Borrower shall be
                  entitled to transfer the  Mortgaged  Premises to any Affiliate
                  of Borrower,  or any other franchisee acceptable to Franchisor
                  whose  financial  condition,  creditworthiness  and ability to
                  operate the Mortgage  Premises are  satisfactory  to Lender in
                  its sole  discretion,  provided  however,  that  (1)  Borrower
                  obtains  Lender's prior written consent to such transfer;  (2)
                  the proposed  transferee assumes in writing all obligations of
                  the Borrower under the Loan  Documents;  (3) Lender receives a
                  transfer  fee in the  amount of one  percent  (1%) of the then
                  outstanding  principal balance of the Note and all accrued but
                  unpaid interest due  thereunder;  (4) Lender shall receive for
                  its review and approval copies of all transfer documents;  and
                  (5)  Borrower  or the  transferee  shall  pay  all  costs  and
                  expenses in  connection  with such  transfer  and  assumption,
                  including without limitation all fees and expenses incurred by
                  Lender.

         E.       Throughout  the term of the Loan,  Borrower  shall not execute
                  any guarantees in favor of Guarantor,  any  affiliate,  parent
                  company,  or third party without the prior written  consent of
                  Lender.

         F.       Lender's and Borrower's  obligations  hereunder are contingent
                  on the execution of a management and remarketing  agreement by
                  and among Lender, Borrower, DenAmerica and franchisor relating
                  to  the  operation   and   management  by  franchisor  of  the
                  restaurants  located at the Mortgaged Premises and remarketing
                  of the Mortgaged  Premises by Lender or its affiliate  upon an
                  event of default under the Loan Documents.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 20

         G.       Lender's and Borrower's  obligations  hereunder are contingent
                  on the  execution  of (i) a release  by Banque  Paribas of any
                  rights and interest in the Mortgaged Premises.

         H.       Lender's and Borrower's  obligations  hereunder are contingent
                  on the  execution  of a waiver of all  defaults and consent to
                  the  assignment  to  Borrower  by the  franchisor  of  Denny's
                  restaurants with respect to the franchise  agreements  related
                  to restaurants operating at the Mortgaged Premises .

         I.       100% of Borrower's capital stock shall be pledged to Lender by
                  DenAmerica  Corp. and Lender shall be given a blanket power of
                  attorney  with  respect to voting  rights with respect to such
                  capital  stock  which  shall be  exercised  in the  event of a
                  default.

         J.       Borrower shall execute one or more management  agreements with
                  DenAmerica Corp. to provide all management and non-store level
                  services  for a fee,  which  together  with  all  general  and
                  administrative  expenses,  shall not to exceed 3 1/2% of gross
                  sales without the prior written consent of Lender.  The rights
                  of DenAmerica (or other management company) to such management
                  fees  and  general  and   administrative   expenses  shall  be
                  subordinated  to the  rights of Lender and  Lender's  security
                  interest  in  the  Mortgaged   Premises  securing   Borrower's
                  obligations under the Note.

         K.       Regardless  of the  provisions  of  paragraph  6  herein,  the
                  Borrower shall pay to Lender the monthly payment by electronic
                  transfer and in connection  therewith  shall deliver to Lender
                  an  electronic   funds  transfer   authorization   in  a  form
                  satisfactory  to  Lender.  Lender  agrees to  notify  Borrower
                  within 48 hours, in the event that  electronic  funds transfer
                  does not take place on the payment due date.

         L.       Notwithstanding   the  provisions  of  paragraph  20A  to  the
                  contrary,  in  lieu  of  zoning  letters,  Borrower  shall  be
                  required to provide zoning  representations on the surveys and
                  zoning  endorsements to the mortgagee title insurance polices,
                  when available.

         M.       Notwithstanding  the  provisions  of paragraph 10 herein,  the
                  Borrower  or  Guarantor  shall be  permitted  to  construct  a
                  Denny's  within  a three  (3)  mile  radius  of the  Mortgaged
                  Premises  provided the Borrower  provides  demographic data to
                  Lender  which  supports,  in  Lender's  sole  discretion,  the
                  additional restaurant.

         N.       Notwithstanding  the  provisions of paragraph 23 herein to the
                  contrary, Lender agrees:

                  i.       That  prior  to  examining  the   Borrower's   books,
                           records, and accounts,  at Borrower's office,  Lender
                           will provide  Borrower and  Guarantor  with  seven(7)
                           days  written  notice  of the  date on  which  Lender
                           wishes to conduct said examination.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 21

                  ii.      Lender will accept fiscal year end audited statements
                           on  the   Guarantor,   company   prepared   financial
                           statements for the SPE, and company  prepared  income
                           and expense statements for each individual unit.

                  iii.     The  rent  roll  and  lease  digest  referred  to  in
                           paragraph  B will be required  only if  Borrower  has
                           leased  units to  operators  other  than  the  lessee
                           affiliate contemplated by the creation of the SPE.

         O.       Notwithstanding the provisions of paragraph 26 herein,  Lender
                  agrees that it will reimburse  Borrower  and/or  Guarantor for
                  any out of pocket expenses (including attorneys fees) incurred
                  in complying with the provisions of this paragraph.

         P.       Lender  agrees to provide  notice to Guarantor in the event of
                  default  by the  Borrower  on any Loan or  Loans.  Failure  to
                  provide said notice will not constitute a waiver of any rights
                  or remedies of the Lender under the term and conditions of the
                  Loan Documents.

         Q.       Notwithstanding the provisions of paragraph 28H herein, Lender
                  agrees  that in the  event  Lender  fails  to fund  the  loans
                  contemplated  herein for the reasons  enumerated  in paragraph
                  28,  Lender  will  refund  the  commitment  fee  described  in
                  paragraph 33A.

         R.       Borrower agrees that the previous  Commitment Letter issued by
                  Lender  and  dated  July 1,  1998 is of no  further  force and
                  effect.

         S.       Beginning  on the first day of the first full month  following
                  Closing  and  continuing  on  the  first  day  of  each  month
                  thereafter during the term of the Loan,  Borrower shall escrow
                  one-twelfth  (1/12) of the annual  amount  necessary to pay ad
                  valorem and real property taxes due on the Mortgaged  Premises
                  (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  Loan  entitling  Lender  to  pursue  any  and  all
                  available remedies.

         T.       Prior to Lender or any of its Affiliates including the Loan as
                  an  asset  of  a  Securitization,  Lender  agrees  to  provide
                  Borrower  ninety (90) days prior written  notice.  During such
                  ninety  (90) day  period,  Borrower  shall  have the  right to
                  prepay the entire unpaid  principal  balance of the Loan, plus
                  (i)  accrued  interest,  (ii) any other sums due  Lender,  and
                  (iii) the  Prepayment  Premium  as set forth in  paragraph  7A
                  hereof.
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 22


         If this letter and the  proposed  Loan are  acceptable  to Borrower and
Guarantors,  if any, on the terms and conditions provided herein, please have an
original  counterpart  properly  executed  in the  space  provided  below  by an
authorized  signatory  and  return  a fully  executed  counterpart  to us at the
address noted above on or before the outside  acceptance date provided above. If
Borrower has any questions about the proposed Loan,  please feel free to contact
Brent Heaton, Senior Vice President at (972) 387-1721.

                                            Sincerely,

                                            CNL FINANCIAL SERVICES, INC., a
                                            Florida corporation

                                            By: /s/ John L. Farren
                                               ---------------------------------
                                               JOHN L. FARREN, Vice President of
                                               Transaction Management
<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 23

                              BORROWER'S ACCEPTANCE

         By execution  hereof as provided below,  Borrower accepts the offer for
the loan as set forth in this loan application  acceptance letter, agrees to all
terms and conditions to such loan as described above.



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

         In the event that  additional  information is necessary for the closing
of the Loan transaction, please contact the following Borrower representative:

         Name:_____________________________
         Telephone:________________________

<PAGE>
Mr. Robert Gentz
DenAmerica Corp.
April 13, 1999
Page 24

                             GUARANTOR'S ACCEPTANCE

         By execution  hereof as provided below,  the  undersigned  Guarantor(s)
agree to join in the terms and conditions of this Loan Commitment.


                                        DENAMERICA CORP., A GEORGIA CORPORATION


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