ASSIGNMENT

         THIS  ASSIGNMENT,  made as of July 1,  2000,  by and  between  CNL FUND
ADVISORS,  INC., a Florida corporation  ("Assignor") and CNL APF PARTNERS, LP, a
Delaware limited partnership ("Assignee").

                                   WITNESSETH:

         WHEREAS,   the  CNL  Investment   Company  entered  into  that  certain
Management  Agreement  dated  October  8, 1992 with CNL  Income  Fund XII,  Ltd.
("Agreement"); and

         WHEREAS,  CNL  Investment  Company  assigned  its  rights,  duties  and
obligations under the Agreement to CNL Income Fund Advisors,  Inc. by Assignment
dated January 1, 1995; and

         WHEREAS, CNL Income Fund Advisors, Inc. assigned its rights, duties and
obligations  under the Agreement to CNL Fund Advisors,  Inc. by Assignment dated
October 1, 1995; and

         WHEREAS,  the  Assignor  desires  to  assign  its  rights,  duties  and
obligations under the Agreement to Assignee, and Assignee desires to accept such
assignment and assume Assignor's duties and obligations under the Agreement,  as
assigned.

         NOW, THEREFORE, the parties agree as follows:

1.       Assignment.  Assignor hereby assigns and transfers to Assignee,  all of
         Assignor's  rights,  title and interest in, to, and under the Agreement
         as  assigned.  Any funds or property  of CNL Income  Fund XII,  Ltd. in
         Assignor's  possession  shall be, or have been,  delivered  to Assignee
         upon the full execution of this Assignment.

2.       Acceptance  and  Assumption.  Assignee  hereby  accepts  the  foregoing
         assignment and further  hereby assumes and agrees to perform,  from and
         after July 1, 2000, all duties, obligations and responsibilities of the
         property manager arising under the Agreement.

3.       Representations.

         (a) Assignor hereby represents and warrants to Assignee:

             (i)   that the Agreement is in full force and effect;

             (ii)  that Assignor has fully performed all of its duties under the
                   Agreement through the date of this Assignment;

             (iii) that Assignor has no notice or knowledge of any claim,  cost,
                   or liability (other than as specifically  contemplated  under
                   the   Agreement,   all  of  which  have  been   satisfied  or
                   discharged)  which  arose  under the  Agreement  or which may
                   arise after the date hereof; and

             (iv)  that  this   Assignment  has  been  duly  authorized  by  all
                   requisite  corporate action and has been properly executed by
                   a duly authorized officer of Assignor.

         (b)CNL Income Fund XII, Ltd. hereby represents and warrants to Assignee
             that  the  Agreement  is in full  force  and  effect,  and  that no
             defaults or  violations of such  Agreement  exist as of the date of
             this Assignment.

         IN WITNESS  WHEREOF,  this  Assignment is executed the date above first
written.

                           ASSIGNOR:

                           CNL FUND ADVISORS, INC., a Florida corporation

                           By: /s/ MICHAEL I. WOOD
                              ---------------------------------------------
                               Michael I. Wood, Executive Vice President


                           ASSIGNEE:

                           CNL APF PARTNERS, LP, a Delaware limited partnership

                           BY:    CNL APF GP Corp., a Delaware corporation, as
                                  its general partner

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



<PAGE>





                               CONSENT AND JOINDER

         CNL Income Fund XII, Ltd. hereby  consents to the foregoing  Assignment
and joins in such  agreement for the purpose of making the  representations  set
forth in subparagraph 3(b) thereof.


                      CNL Income Fund XII, Ltd., a Florida limited partnership

                      BY:     CNL REALTY CORPORATION, a Florida corporation, as
                              General Partner

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


                      BY:   /S/ JAMES M. SENEFF, JR.
                            -------------------------------------
                            James M. Seneff, Jr., General Partner


                      BY:   /S/ ROBERT A. BOURNE
                            -------------------------------------
                            Robert A. Bourne, General Partner