LOAN AND SECURITY AGREEMENT
                           ---------------------------

         THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is made and entered
into as of the 30th day of September,  1997, by and between  DENAMERICA CORP., a
Georgia  corporation,  whose address is 7373 North Scottsdale Road, Suite D-120,
Scottsdale,   Arizona  85253  ("Corporation"),   CNL  GROWTH  CORP.,  a  Florida
corporation  ("Agent")  whose  address  is 400 East  South  Street,  Suite  500,
Orlando,  Florida 32801, as Agent for CNL Income & Growth Fund,  Ltd., a Florida
limited  partnership  ("Growth  Fund I"),  CNL Income & Growth Fund II,  Ltd., a
Florida limited partnership ("Growth Fund II"), Denglass Restaurants Real Estate
Joint Venture, a Florida general partnership ("Denglass"),  Denwest Foods, Ltd.,
a Florida  limited  partnership  ("Denwest  I") and Denwest  Foods II,  Ltd.,  a
Florida limited partnership ("Denwest II"), (hereinafter together referred to as
"Lenders"), MIDSOUTH FOODS I, LTD., a Florida limited partnership ("Midsouth I")
and MIDSOUTH FOODS II, LTD., a Florida limited partnership ("Midsouth II").

                             Background Information:
                             -----------------------

         CNL Growth Fund I, CNL Growth Fund II and Denglass have agreed to sell,
and Corporation has agreed to buy,  certain real property  pursuant to the terms
of that certain Contract for Purchase and Sale of even date herewith, with title
to such real property to be transferred to Corporation's designee, CNL-BB Corp.,
a Florida corporation, at the closing.

         Corporation  has agreed to make and  deliver to Agent,  pursuant to the
terms of this  Agreement,  a promissory  note in the  principal  amount of Seven
Million Seven Hundred Thousand and No/100 Dollars ($7,700,000) in payment of the
purchase price for such real property.

         Denwest  I has  agreed  to sell,  and  Corporation  has  agreed to buy,
Denwest I's fifty percent (50%)  general  partnership  interest in Denwest Joint
Venture, a Florida general partnership.

         Denwest  II has  agreed to sell,  and  Corporation  has  agreed to buy,
Denwest II's fifty  percent  (50%)  general  partnership  interest in Denwest II
Joint Venture, a Florida general partnership.

         Corporation  has agreed to make and  deliver to Agent,  pursuant to the
terms of this Agreement, a convertible debenture in the principal amount of Four
Million Four Hundred Thousand and No/100 Dollars  ($4,400,000.00)  in payment of
the  purchase  price for the  general  partnership  interests  of  Denwest I and
Denwest II.

         Midsouth I and Midsouth II are  Affiliates  of Denwest I and Denwest II
and currently hold shares of the common stock of  Corporation  and are executing
this Agreement for the sole purpose of joining in certain covenants contained in
paragraph 18 and paragraph 19 below.
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         As a  condition  of the  purchase  and  sale of the real  property  and
general  partnership   interests   referenced  above,  Agent  has  required  and
Corporation has agreed that Corporation shall grant a security interest to Agent
in and to certain restaurant property interests of Corporation more particularly
described below.

         NOW  THEREFORE,  for  and  in  consideration  of the  mutual  promises,
covenants and agreements  hereinafter  set forth and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Definitions.  For purposes of the Loan Documents (as defined below),
the  following  definitions  shall apply unless the context  otherwise  requires
(such definitions to be equally applicable to both the singular and plural forms
of the terms defined):

                  (a) "Affiliate" or "affiliate" means

                           (i) any Person owning,  directly or indirectly,  more
         than ten percent (10%) of the issued and outstanding  stock of, or more
         than a ten percent (10%) beneficial interest in, any of Agent, Midsouth
         I or Midsouth II;

                           (ii)  any  Person  in  which  Agent,  Midsouth  I  or
         Midsouth II owns,  directly or indirectly,  more than ten percent (10%)
         of the issued and  outstanding  stock or more than a ten percent  (10%)
         beneficial interest;

                           (iii) any affiliate of the Persons named above in (a)
         and (b) above, meaning any Person that owns more than ten percent (10%)
         of the  issued  and  outstanding  stock of, or more than a ten  percent
         (10%) beneficial interest in, either of the Persons described in (a) or
         (b)  above,  or  is  owned  by  such  Persons  according  to  the  same
         thresholds; and

                           (iv)  any  agent,  officer,  director,  employee,  or
         partner (or any member of the family of any agent,  officer,  director,
         employee or partner) of Agent,  or any of the Persons or  affiliates of
         Persons as described in (a), (b) or (c) above.

                  (b) "Agent" means CNL Growth Corp., a Florida corporation, and
         its successors and assigns.

                  (c) "Agreement"  means this Agreement  (together with exhibits
         and  schedules  referred  to  herein)  as from  time to time  assigned,
         supplemented or amended or as the terms hereof may be waived.
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<PAGE>
                  (d)  "Business  Day"  means any day,  other  than a  Saturday,
         Sunday or legal  holiday,  on which  banks in the State of Florida  are
         open for business.

                  (e)  "Collateral" has the meaning set forth in the paragraph 4
         hereof.

                  (f) "Common Stock" has the meaning set forth in paragraph 3(a)
         hereof.

                  (g)  "Conversion  Date" has the meaning set forth in paragraph
         3(c) hereof.

                  (h) "Conversion Shares" has the meaning set forth in paragraph
         3(b) hereof.

                  (i)   "Corporation"   means   DenAmerica   Corp.,   a  Georgia
         corporation, and its successors and assigns.

                  (j)  "Debenture"  has the meaning set forth in paragraph  2(a)
         below.

                  (k) "Event of Default"  has the meaning set forth in paragraph
         12 hereof.

                  (l) "GAAP" means  generally  accepted  accounting  principles,
         consistently applied.

                  (m) "Indebtedness" has the meaning set forth in paragraph 6(a)
         hereof.

                  (n) "Lenders" has the meaning set forth in the preamble above.

                  (o) "Loan  Documents"  has the meaning set forth in  paragraph
         2(b) hereof.

                  (p) "Material  Adverse Effect" means a material adverse effect
         on  any  of  the  following:  (i)  the  operations,  business,  assets,
         properties or condition of Corporation, (ii) the ability of Corporation
         to perform any of its obligations  under the Loan Documents,  (iii) the
         legality, validity or enforceability of the Loan Documents, or (iv) the
         rights and remedies of Agent under the Loan Documents.

                  (q)  "Maturity  Date" has the meaning  set forth in  paragraph
         3(a) hereof.

                  (r) "Note" has the meaning set forth in paragraph 2(c) below.
                                        3
<PAGE>
                  (s)  "Person"  means  an  individual,   corporation,   limited
         liability  company,  partnership,  firm,  association,  joint  venture,
         trust,  unincorporated  organization,  government,  governmental  body,
         agency, political subdivision or other entity.

                  (t) "Potential Default" means a condition or event which, with
         notice or lapse of time or both, would constitute an Event of Default.

                  (u) "Real  Property"  has the meaning set forth in paragraph 4
         below.

                  (v) "Registration  Rights Agreement" has the meaning set forth
         in paragraph 2(b).

                  (w)  "Securities  Act" means the  Securities  Act of 1933,  as
         amended, and the rules, regulations and interpretations thereunder.

                  (x) "Security  Interest" means the security  interests granted
         by Corporation to Agent pursuant to paragraph 4 hereof.

                  (y) "Threshold  Amount" has the meaning set forth in paragraph
         8(b) hereof.

         2. Issuance of Debenture and Note.

                  (a) Corporation agrees to issue, and of even date herewith has
issued, to Agent and, subject to the terms and conditions hereof and in reliance
upon the representations and warranties of Corporation  contained herein or made
pursuant hereto, Agent agrees to accept from Corporation as payment for the sale
of the general partnership interests as described in the Background  Information
above, a Debenture in the principal amount of Four Million Four Hundred Thousand
and No/100 Dollars ($4,400,000.00) (the "Debenture").

                  (b) Agent and each of the  holders  of any  Conversion  Shares
shall  have  certain  registration  rights  set forth in a  registration  rights
agreement  by and  between  Corporation  and  Agent of even date  herewith  (the
"Registration Rights Agreement").  This Agreement,  the Debenture, the Note, the
Registration  Rights  Agreement  and all other  documents  related  thereto  are
sometimes hereinafter referred to collectively as the "Loan Documents."

                  (c) Corporation agrees to issue, and of even date herewith has
issued, to Agent and, subject to the terms and conditions hereof and in reliance
upon the representations and warranties of Corporation  contained herein or made
pursuant hereto, Agent agrees to accept from Corporation as payment for the sale
of
                                        4
<PAGE>
the real property interests as described in the Background  Information above, a
promissory note in the principal  amount of Seven Million Seven Hundred Thousand
and No/100 Dollars ($7,700,000.00) (the "Note").

         3. Conversion of the Debenture.

                  (a) At any  time  and  from  time to time  during  the  period
commencing  on the date  hereof and ending on the date that is five years  after
the date first written above (the "Maturity Date"), Agent may convert the entire
outstanding  principal  amount of the Debenture,  or any portion  thereof,  into
fully paid and  nonassessable  shares of Corporation's  $.10 par value per share
common stock ("Common Stock"),  at the conversion rate provided for in paragraph
3(b)  below.  If Agent has not  converted  the  entire  principal  amount of the
Debenture into Common Stock before the Maturity Date and, provided that no Event
of Default  has  occurred  and  continues  to exist,  then the entire  remaining
principal  balance then outstanding  under the Debenture shall be converted into
Common  Stock as of the Maturity  Date.  If an Event of Default has occurred and
continues to exist as of the  Maturity  Date,  then the  Maturity  Date shall be
extended for forty five (45) days to allow  Corporation  an  opportunity to cure
such Event of Default to the extent provided below.

                  (b) The  number of shares of Common  Stock  that  Agent  shall
receive  upon a  conversion  of all or a portion  of the  outstanding  principal
amount  of the  Debenture  (the  "Conversion  Shares")  shall be  determined  by
dividing the  principal  amount being  converted by ninety  percent (90%) of the
fair market  value of a share of Common  Stock as of the  Conversion  Date.  For
purposes of this  paragraph  3(b),  the fair  market  value of a share of Common
Stock shall be determined as follows:

                           (i) If the  Common  Stock  is  listed  on a  National
Securities  Exchange or admitted to unlisted trading privileges on such exchange
or approved  for  quotation on the Nasdaq  Stock  Market,  the fair market value
shall be the average  per-share  closing  price for the ten (10)  Business  Days
immediately  preceding the Conversion  Date, on such exchange or market,  as the
case may be,  or if no sale of  Common  Stock is made on any of such  days,  the
average of the closing bid and asked prices for any such day on such exchange or
market,  as the case may be, shall be used for the  purposes of the  calculation
provided for in this paragraph 3(b)(i); or

                           (ii) If the Common  Stock is not so listed,  admitted
to unlisted trading privileges or approved for quotation,  the fair market value
shall be the  average  of the mean of the last  reported  bid and  asked  prices
reported by National  Quotation  Bureau,  Inc.  for the ten (10)  Business  Days
immediately preceding the Conversion Date; or
                                        5
<PAGE>
                           (iii) If the Common Stock is not so listed,  admitted
to unlisted  trading  privileges  or approved  for  quotation  and bid and asked
prices are not so reported,  the fair market value of a share of Common Stock as
of the Conversion  Date as determined by an investment  banking firm selected by
Agent.

                  (c) To  convert  all of the  remaining  outstanding  principal
amount of the Debenture,  or any portion thereof, into Common Stock, Agent shall
provide a written  notice to  Corporation.  Such written  notice shall state the
name or names (with address) in which the certificate or certificates for shares
of Common  Stock that shall be  issuable on such  conversion  shall be issued as
well  as the  amount  of  the  remaining  outstanding  principal  amount  of the
Debenture.  Each conversion of a portion of the remaining  outstanding principal
balance  of the  Debenture  shall be  deemed to have been made as of the date of
such written notice (the "Conversion Date");  provided,  however,  that if Agent
has not  converted the Debenture as of the Maturity Date and no Event of Default
has occurred and is continuing as of such date,  then the Maturity Date shall be
the Conversion Date.

                  (d) As promptly as practicable,  but no later than twenty (20)
days after the Conversion  Date,  Corporation  shall pay to Agent, by check, all
accrued and unpaid  interest on the converted  Debenture or any portion  thereof
converted through the date of such payment,  as well as the fair market value of
any fractional share as provided in paragraph 3(e) below.

                  (e) No fractional shares of, or scrip representing  fractional
shares of,  Common Stock shall be issued upon the  conversion  of any portion of
the  remaining  outstanding   principal  balance  of  the  Debenture.   Instead,
Corporation  shall pay Agent an amount  equal to the fair  market  value of such
fractional  share of Common Stock in lieu of each fraction of a share  otherwise
called for upon any  conversion of a Debenture.  For purposes of this  paragraph
3(e),  the fair market value of a share of Common Stock shall be  determined  as
provided in paragraph 3(b) above.

                  (f) At such  time as the  entire  remaining  principal  amount
outstanding  under the  Debenture  shall be paid in full or  converted to Common
Stock,  Agent shall  surrender the Debenture,  duly  endorsed,  at the principal
office of  Corporation,  or at such other place as Corporation  may designate by
written notice to Agent.

         4. Creation of Security Interest. To secure the performance and payment
of the obligations of Corporation under the Loan Documents,  Corporation  hereby
grants to Agent a present security interest in all of Corporation's right, title
and interest in and to all trade fixtures,  furniture,  furnishings,  machinery,
equipment and other personal  property,  including,  without  limitation,  those
items of personal property described on Exhibit A attached hereto
                                        6
<PAGE>
and by this  reference  made a part  hereof,  which are  presently  existing  or
located at or upon the real property  described on Exhibit B attached hereto and
by this reference made a part hereof (the "Real  Property")  including,  without
limitation,  any and all rights of  Corporation as a lessee of any such items of
personal  property.  Corporation also grants to Agent a security interest in all
of  Corporation's  right,  title  and  interest  in and to any of such  items of
personal  property located at or upon the Real Property  acquired by Corporation
after the date hereof  including,  without  limitation,  any and all rights as a
lessee of any of such  items of  personal  property.  All of such  interests  of
Corporation in which  Corporation has granted to Agent a security interest under
this  paragraph  4, as well as the items of  personal  property as to which such
interests relate, are hereinafter referred to as the "Collateral."

         5. Leasehold  Mortgages.  To further secure the performance and payment
of the obligations of Corporation under the Loan Documents,  Corporation  grants
to Agent a present security  interest in its leasehold  interests in the parcels
of real  property and leased  restaurant  sites  described on Exhibit B attached
hereto. Corporation and Agent shall enter into a separate Leasehold Mortgage for
each such parcel of real property  substantially  in the form attached hereto as
Exhibit C and each such  Leasehold  Mortgage  shall be  recorded or filed in the
appropriate  public  records  to  provide  record  notice to all third  persons.
Notwithstanding any term or covenant of the Leasehold Mortgages to the contrary,
the following provisions shall apply thereto:

                  (a) in the event of any  conflict  or  ambiguity  between  any
provision of the Leasehold Mortgage and the provisions of this Agreement and any
of the other Loan  Documents,  the  provisions  hereof and of the Loan Documents
other than the Leasehold Mortgages shall control;

                  (b) in the event of any  conflict  or  ambiguity  between  any
provision of the Leasehold  Mortgages and the rights of and  obligations  of the
Tenant to the landlord under any lease encumbered thereby (herein an "Encumbered
Lease"), the provisions of the Encumbered Lease shall control; and

                  (c) without  limiting the generality of the foregoing,  absent
an Event of Default hereunder the landlord's  insurance  requirements  under the
Encumbered  Leases shall  supercede any greater  amount  required under the Loan
Documents,  and the Agent shall  consent to the  application  of  insurance  and
condemnation  proceeds for reconstruction of the leased premises consistent with
the requirements of each Encumbered Lease.

So long as and under the condition that no Event of Default exists hereunder, or
any event which with the giving of notice or passage of time could constitute an
Event of Default, then upon and in the
                                        7
<PAGE>
event  of the  bona  fide  sale  of  the  Corporation's  interest  in any of the
restaurant  sites  subject  hereto to an  un-affiliated  third party in an arm's
length  transaction,  the Leasehold Mortgage and all other security interests of
the Agent  hereunder  encumbering  such  restaurant  site and personal  property
located thereat shall be released. No release price shall be due, so long as the
Corporation  pays  any  costs  incurred  by Agent  in  connection  with any such
release.

         6. Corporation's Obligations.  The obligations of Corporation to Agent,
the performance and payment of which are secured by this Security  Agreement are
as follows:

                  (a) Obligation to Pay  Indebtedness.  Corporation shall pay to
Agent the sum or sums  evidenced  by,  and in  accordance  with the terms of the
Note, the Debenture and all of the other Loan Documents (the "Indebtedness").

                  (b) Compliance with Agreements.  Corporation shall execute all
documents,  perform  all acts,  do all things and pay all sums on  Corporation's
part to be  executed,  performed,  done  and  paid  pursuant  to the  terms  and
provisions  of each and every one of the  covenants  and  agreements on its part
made in the Loan Documents.

         7. Right to  Discharge  Corporation's  Obligations.  Agent may,  at its
option,  discharge taxes,  liens,  public charges or security interests or other
encumbrances  at any time  levied or placed on the  Collateral  which are or may
become  superior to the  security  interest  herein  granted if the same are not
promptly  discharged  by  Corporation,   may  remedy  or  cure  any  default  of
Corporation under the terms hereof (after written notice and opportunity to cure
as provided  below) or under the terms of any lease,  rental  agreement or other
document  which in any way  pertains  to or  affects  Corporation's  title to or
interest in any of the  Collateral  if such default is not promptly  remedied or
cured by  Corporation,  may pay for insurance on the Collateral if the insurance
premiums due on any insurance maintained by Corporation on the Collateral is not
promptly paid by Corporation,  and may pay for the maintenance and  preservation
of  the  Collateral  if an  Event  of  Default  exists  and is  continuing,  and
Corporation  agrees to reimburse Agent, upon five (5) days prior written notice,
for any payment made or any expense  incurred by Agent pursuant to the foregoing
authorization,  which payments and expenses,  together with interest  thereon at
the lesser of fourteen  percent  (14%) per annum or the highest  rate allowed by
law, and  reasonable  attorney fees  incurred by Agent in connection  therewith,
shall be secured by the security intended to be afforded by this Agreement.

         8.  Representations  and Warranties of Corporation.  Corporation hereby
makes the following representations and warranties as of the date hereof for the
benefit of Agent and hereby  acknowledges that Agent is relying on the truth and
accuracy
                                        8
<PAGE>
of such representations and warranties in entering into this Agreement:

                  (a)  Corporate Existence Power and Authority.

                           (i)  Corporation  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Georgia,
and is duly qualified and authorized to do business and in good standing in each
other  jurisdiction  where the failure to be so qualified  could  reasonably  be
expected to have a Material Adverse Effect.

                           (ii) No proceeding  looking toward the dissolution or
merger of Corporation or the amendment of its Articles of Incorporation has been
commenced.  Corporation  is not in  violation  in any respect of its Articles of
Incorporation or Bylaws.

                           (iii) Corporation has all requisite  corporate power,
authority  and legal right to own or to hold under lease its  properties  and to
conduct its business as presently conducted.

                           (iv) Corporation has all requisite  power,  authority
and legal right to execute,  deliver, enter into, consummate and perform each of
the Loan Documents including, without limitation, the issuance by Corporation of
the Note and the Debenture as contemplated  herein. The execution,  delivery and
performance of the Loan Documents (including,  without limitation,  the issuance
by Corporation of the Note and the Debenture as  contemplated  herein) have been
duly  authorized by all required  corporate and other actions.  Corporation  has
duly  executed  and  delivered  the  Loan  Documents,  and  the  Loan  Documents
constitute the legal, valid and binding obligations of Corporation,  enforceable
in  accordance  with  their  terms,  subject  to the  effect  of any  applicable
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent  transfers),  reorganization,  moratorium  or similar laws  affecting
creditors'  rights generally and subject to the effect of general  principals of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

                  (b)  Stock   Ownership.   The   authorized   Common  Stock  of
Corporation  consists of 40,000,000  shares of such common stock, par value $.10
per share, of which 13,437,777 shares are presently issued and outstanding.  All
of  Corporation's  issued and outstanding  shares are duly  authorized,  validly
issued and fully paid and  non-assessable.  Except for the 13,437,777  shares of
Common  Stock  presently  issued  and  outstanding,  and  except as set forth on
Schedule 8(b) attached  hereto,  Corporation  has not issued any capital  stock,
options,  rights  or  convertible  securities  for an amount in excess of thirty
percent (30%) of  Corporation's  current market  capitalization  (the "Threshold
Amount").  Except in  connection  with the  Debenture and except as set forth on
Schedule 8(b) attached hereto, Corporation is not a party to any agreements
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<PAGE>
or commitments providing for the issuance, transfer,  disposition or acquisition
of any of its capital stock in amounts in excess of the Threshold Amount.

                  (c)  No Conflicts or Defaults.

                           (i) No Event of  Default  or  Potential  Default  has
occurred and is continuing.

                           (ii)  Corporation  is not in  violation or default in
any material  respect under any material  indenture,  agreement or instrument to
which it is a party or by which it or its properties may be bound.

                           (iii) None of the execution,  delivery or performance
by  Corporation of the Loan  Documents or any of the  transactions  contemplated
hereby or thereby (including,  without limitation,  the issuance of the Note and
the  Debenture as  contemplated  herein) (i) violates or conflicts  with or will
violate or conflict with, in any material respect, with or without the giving of
notice or the  passage of time or both,  any  provision  of (A) the  Articles of
Incorporation or Bylaws of Corporation or (B) any law, rule, regulation,  order,
judgment,  writ, injunction,  decree,  agreement,  indenture or other instrument
applicable to Corporation or any of its properties (or to which Corporation is a
party or by which its properties  may be bound),  (ii) results or will result in
the  creation  of any  security  interest  or  lien  upon  any of  Corporation's
properties,  assets  or  revenues,  other  than the  Security  Interest  created
hereunder,  (iii) requires or will require the consent,  waiver, approval, order
or authorization of, or declaration, registration, qualification or filing with,
any Person  (whether or not a  governmental  authority  and  including,  without
limitation,  any shareholder approval) except as disclosed on Schedule 8(c)(iii)
attached hereto,  all of which will have been obtained or made prior to the date
of this Agreement, or (iv) except as set forth on Schedule 8(b) attached hereto,
causes or will cause  anti-dilution  clauses of any  outstanding  securities  to
become operative.

                  (d) Litigation.  Except as disclosed on Schedule 8(d) attached
hereto, there is no action, suit, proceeding, investigation or claim pending or,
to the knowledge of Corporation,  threatened in law, equity or otherwise  before
any court,  administrative  agency or arbitrator  which either (i) questions the
validity  of any of the  Loan  Documents  or any  action  taken  or to be  taken
pursuant  hereto or  thereto,  or (ii) could  reasonably  be  expected to have a
Material Adverse Effect, or (iii) if adversely  determined,  could reasonably be
expected to have a Material Adverse Effect.

                  (e) Taxes. Corporation has filed all federal, state, local and
other tax returns  and  reports  required to be filed by it except to the extent
that the failure to so file could not be
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<PAGE>
reasonably  expected to have a Material Adverse Effect.  Corporation has paid or
caused to be paid all taxes (including  interest and penalties) that are due and
payable,  except  those  which  are  being  contested  by it in  good  faith  by
appropriate  proceedings  and in respect of which  adequate  reserves  are being
maintained on its books in accordance  with GAAP,  and except to the extent that
the  failure to pay any such taxes  could not  reasonably  be expected to have a
Material Adverse Effect. Corporation has no material liabilities for taxes other
than those  incurred in the ordinary  course of business and in respect of which
adequate  reserves are being maintained by it in accordance with GAAP. No claims
against Corporation have been made or, to Corporation's knowledge, threatened by
the U.S. government or any other taxing agency, except such as have been paid.

                  (f)  Legal Compliance.

                           (i)  Corporation  has, to its knowledge,  complied in
all material  respects with all applicable  laws,  rules,  regulations,  orders,
licenses,  judgments,  writs,  injunctions,  decrees or  demands,  except to the
extent  that  failure to so comply  could not  reasonably  be expected to have a
Material Adverse Effect.

                           (ii) To Corporation's knowledge, there are no orders,
judgments, writs, injunctions, decrees or demands of any court or administrative
body,   domestic  or   foreign,   or  of  any  other   governmental   agency  or
instrumentality, domestic or foreign, outstanding against Corporation that could
reasonably be expected to have a Material Adverse Effect.

                  (g) Title to Collateral.  Except as described on Schedule 8(g)
attached hereto, Corporation is the owner or lessor of the Collateral,  free and
clear of all security  interests or other encumbrances and claims of any kind or
nature in favor of any third person, other than the Security Interest.

                  (h) Use of  Collateral.  The  Collateral  is used,  bought  or
leased for use solely in business operations.

                  (i)      Chief Executive Office.  Corporation's chief
executive office and principal place of business is located at the
address set forth on the first page hereof.

                  (j)  Properties.  Certain real property used by Corporation in
the conduct of its business at the Restaurants is held under lease, and there is
no pending or, to the knowledge of  Corporation,  threatened  claim or action by
any  lessor  of any such  property  to  terminate  any  such  lease  that  could
reasonably be expected to have a Material Adverse Effect.
                                       11
<PAGE>
         9. Affirmative Covenants. Corporation covenants and agrees that so long
as any portion of the principal of the Debenture remains  outstanding it will do
all of the following:

                  (a) promptly pay and discharge all lawful taxes,  assessments,
and  governmental  charges or levies imposed upon Corporation or upon its income
and profits, or upon any of its property (including the Collateral),  before the
same shall become in default, as well as all lawful claims for labor,  materials
and  supplies  which,  if  unpaid,  might  become  a lien or  charge  upon  such
properties or any part thereof; provided, however, that Corporation shall not be
required to pay and discharge any such tax, assessment, charge, levy or claim so
long as (a) the validity thereof shall be contested in good faith by appropriate
proceedings and Corporation  shall set aside on its books adequate reserves with
respect to any such tax,  assessment,  charge,  levy or claim so contested,  and
(ii) the  failure to pay could not  reasonably  be  expected  to have a Material
Adverse Effect;

                  (b) do or cause to be done all things  necessary  to  preserve
and keep in full force and effect its corporate existence, rights and franchises
and comply with all laws  applicable  to  Corporation  as its counsel may advise
except to the extent  that the  failure to keep any of such  franchises  in full
force and effect or to comply with such laws could not reasonably be expected to
have a Material Adverse Effect.

                  (c) at all  times  maintain,  preserve,  protect  and keep its
property  used or useful in the conduct of its business in good repair,  working
order and  condition,  subject to ordinary wear and tear,  and from time to time
make all needful and proper  repairs,  renewals,  replacements,  betterments and
improvements  thereto,  so that the business carried on in connection  therewith
may be properly and advantageously conducted at all times;

                  (d) at all times  keep true and  correct  books,  records  and
accounts;

                  (e)  maintain  its  corporate  existence,   rights  and  other
franchises in full force and effect;  provided that  Corporation  may permit the
termination or  abandonment of rights or other  franchises if, in the reasonable
opinion  of  Corporation  it is no longer in  Corporation's  best  interests  to
maintain such  existence,  rights or other  franchises  and such  termination or
abandonment will not be prejudicial in any material respect to Agent;

                  (f) comply in all material  respects with all applicable laws,
orders, rules, rulings, certificates, licenses, regulations, demands, judgments,
writs,  injunctions  and decrees;  provided  that such  compliance  shall not be
necessary so long as the failure to so comply could not  reasonably  be expected
to have a Material Adverse Effect;
                                       12
<PAGE>
                  (g) defend the  Collateral  against  the claims and demands of
all other  persons  and keep the  Collateral  free and clear  from all  security
interests,  liens and  other  encumbrances  and  claims of any kind or nature in
favor of any third  persons  except for those listed on Schedule  8(g)  attached
hereto and except for the Security Interest;

                  (h) keep in  accordance  with  generally  accepted  accounting
principles,  consistently applied,  accurate and complete records concerning the
Collateral;  mark such records and, upon  reasonable  prior  written  request of
Agent  made  from  time to time,  permit  Agent or its  agents  to  inspect  the
Collateral and Corporation's  records concerning the Collateral and to audit and
make abstracts of such records or any of Corporation's books, ledgers,  reports,
correspondence and other records during normal business hours;

                  (i)  notify  Agent in  writing  at least  thirty  (30) days in
advance of any of the following: any change in Corporation's name; any change in
Corporation's  address  set forth on the first  page  hereof;  any change in the
location, or of any additional  locations,  at which the Collateral is kept; any
change in the address at which records  concerning  the Collateral are kept; and
any change in the location of Corporation's  chief executive office or principal
place of business;

                  (j) execute and deliver to Agent such financing statements and
other  documents  reasonably  requested  by Agent and take such other  action as
Agent may  reasonably  deem  advisable  (i) to perfect,  protect or continue the
perfection of the Security Interest  including,  without  limitation,  obtaining
appropriate landlord's and mortgagee's waivers, and (ii) to otherwise effect the
purposes of this Agreement;

                  (k)  use  the  Collateral  in  the  conduct  of  Corporation's
operation of restaurants at the Real Property,  unless Agent consents in writing
to another use or to another location;

                  (l) keep the  Collateral  at all times  insured  against loss,
damage, theft and such other risks in such amounts,  with such companies,  under
such  policies  (the  originals  or  certified  copies of which,  together  with
renewals  thereof and receipts  evidencing the payment of the premium  therefor,
shall be deposited  with and held by Agent) in such form and for such periods as
shall be  reasonably  required by Agent,  and each such policy shall provide for
not  less  than  thirty  (30)  days  prior  written   notice  of  expiration  or
cancellation to Agent and shall further provide that the loss thereunder and the
proceeds  payable   thereunder  shall  be  payable  to  Agent,   pursuant  to  a
non-contributing  loss payable clause, as Agent's interest may appear, and Agent
shall apply any proceeds of such insurance which may be received by Agent toward
the restoration, repair or replacement of the Collateral unless an
                                       13
<PAGE>
Event of Default has occurred  and is  continuing  in which event Agent,  at its
option, may apply such proceeds toward the payment of Corporation's  obligations
under the Note and the Debenture, whether due or not due, in such order as Agent
may determine;

                  (m) keep the Collateral located at the site of the Restaurants
where the Collateral is presently located,  except for its temporary removal for
maintenance or repair in connection with its ordinary use or unless  Corporation
notifies  Agent in  writing  and Agent  consents  in  writing  in advance of its
removal to another  location,  except  that  Corporation  shall be  entitled  to
dispose of such of the Collateral as may become unfit for continued use provided
Corporation  replaces such unfit  Collateral with fit Collateral of similar kind
and for like use and provided the purchase price of such replacement  Collateral
be paid in full at the time of such  replacement  and provided that the security
interest and lien granted to Agent in this Security  Agreement shall continue to
be effective upon and with respect to such replacement Collateral;

                  (n) retain the Collateral in its control,  keep the Collateral
in good  condition  and repair and not use the  Collateral  in  violation of any
provisions of this Agreement,  of any applicable  statute,  rule,  regulation or
ordinance,  any order binding Corporation or of any policy of insurance insuring
the Collateral; and

                  (o) prevent the  Collateral  or any part thereof from being an
accession to other goods or property not covered by this Agreement.

         10. Negative  Covenants.  Corporation further covenants and agrees that
it shall not take any of the following actions without the prior written consent
of Agent, which consent shall not be unreasonably withheld by Agent:

                  (a) amend or alter any provision of Corporation's  Articles of
Incorporation  in any way that could  reasonably  be expected to have a Material
Adverse Effect;

                  (b) change or alter the nature of  Corporation's  business  or
any major business  activity or the purpose of Corporation in any way that could
reasonably be expected to have a Material  Adverse  Effect,  or divest any major
business  activity or activities of Corporation  unless all successor  owners of
any such business  activity shall guarantee the Indebtedness  under  instruments
reasonably acceptable to Agent;

                  (c) sell, lease, exchange or distribute all or any substantial
portion of the  property  and assets of  Corporation  unless any such  successor
owner thereof shall  guarantee the  Indebtedness  under  instruments  reasonably
acceptable to Agent;
                                       14
<PAGE>
                  (d) undertake the dissolution of Corporation,  any acquisition
of  another  entity  for  consideration  paid by  Corporation  in  excess of the
Threshold  Amount,  or any  merger,  consolidation,  division,  amalgamation  of
Corporation or any spin-off,  split-off or split-up by  Corporation,  unless any
and  all  successor  entities  of and to the  Corporation  shall  guarantee  the
Indebtedness under instruments reasonably acceptable to Agent;

                  (e)  undertake  any action in  connection  with  Corporation's
appointment  of a  receiver,  custodian,  trustee or  liquidator;  admission  of
inability to pay debts; assignment for the benefit of creditors; commencement of
any  bankruptcy,  insolvency,  reorganization,   winding-up  or  composition  or
adjustment of debt; or any action for the purposes of effecting the foregoing;

                  (f)  except  as  provided  under  the  release  provisions  of
paragraph 5 hereinabove,  pledge,  sell,  transfer,  assign,  lease or otherwise
dispose  of any of the  Collateral  or any  interest  therein  or offer to do so
without  the  prior  written  consent  of  Agent,  which  consent  shall  not be
unreasonably  withheld,  or permit anything to be done that may impair the value
of any of the  Collateral  or the  security  intended  to be  afforded  by  this
Agreement;

                  (g)  misuse,  waste or allow the  Collateral  to  deteriorate,
except for ordinary wear and tear resulting from its intended primary use; or

                  (h)  use  the  Collateral  in  violation  of  any  statute  or
ordinance.

         11.  Replacement  of the  Debenture.  Upon  receipt by  Corporation  of
evidence  reasonably  satisfactory  to it of the  loss,  theft,  destruction  or
mutilation  of the  Debenture  and,  in the  case of any  such  loss,  theft  or
destruction,  upon delivery of an indemnity  agreement or  sufficient  indemnity
bond reasonably satisfactory to Corporation (if requested by Corporation), or in
the  case  of any  such  mutilation,  upon  surrender  and  cancellation  of the
Debenture,  Corporation  shall execute and deliver a new Debenture of like tenor
in lieu of such lost, stolen,  destroyed or mutilated  Debenture as if the lost,
stolen, destroyed or mutilated Debenture were then surrendered for exchange.

         12.  Default.  If any of the  following  events (each herein  called an
"Event of Default") shall occur and be continuing:

                  (a) If Corporation shall default in the payment of any part of
the principal of or accrued  interest on the Note or the Debenture when the same
shall  become  due and  payable,  whether  at  maturity  or by  acceleration  or
otherwise,  and such default in the payment of principal or interest  shall have
continued  for ten (10) days  after  Corporation's  receipt  of  written  notice
thereof from Agent; or
                                       15
<PAGE>

                  (b) If  Corporation  shall default in the  performance  of any
agreement or covenant in any of the Loan  Documents  and such default  shall not
have been  remedied  within  thirty  (30) days  after  Corporation's  receipt of
written  notice  thereof  from  Agent  (provided  that  if such  default  cannot
reasonably be cured within such thirty (30) day period, then Borrower shall have
up to an additional thirty (30) days to cure such default as long as Borrower is
proceeding at all times with due diligence to cure such default); or

                  (c) If any representation or warranty by Corporation herein or
in any certificate  delivered pursuant hereto shall prove to have been incorrect
in any material respect when made; or

                  (d) If a final judgment  which,  either alone or together with
other  outstanding final judgments  against  Corporation,  exceeds the Threshold
Amount  shall be  rendered  against  Corporation  and such  judgment  shall have
continued undischarged or unstayed for thirty (30) days after entry thereof; or

                  (e) If Corporation shall make an assignment for the benefit of
creditors,  or shall admit in writing its  inability  to pay its debts;  or if a
receiver or trustee shall be appointed for Corporation or for  substantially all
of its assets and, if appointed  without its consent,  such  appointment  is not
discharged or stayed within  ninety (90) days; or if  proceedings  under any law
relating to bankruptcy,  insolvency or  reorganization  or relief of debtors are
instituted by or against Corporation, and, if contested by it, are not dismissed
or stayed within one hundred and twenty (120) days; or if any writ of attachment
or execution or any similar  process is issued or levied against  Corporation or
any  significant  part of its property and is not  released,  stayed,  bonded or
vacated within ninety (90) days after its issue or levy; or if Corporation takes
corporate action in furtherance of any of the foregoing; or

then and in each such event Agent may at any time  (unless all Events of Default
shall  theretofore  have been  remedied)  at its  option,  by written  notice to
Corporation,  declare the entire unpaid  principal amount of the Note and/or the
Debenture to be due and payable,  whereupon the same shall forthwith  mature and
become  due  and  payable,  together  with  interest  accrued  thereon,  without
presentment,  demand,  protest or further notice, all of which are hereby waived
and any  obligation  of Agent to convert  the  remaining  outstanding  principal
balance of the Debenture upon the Maturity Date shall terminate.

         13. Remedies.

                  (a) In case any one or more Events of Default  shall occur and
be continuing,  Agent may proceed to protect and enforce its rights by an action
at law, suit in equity or other appropriate
                                       16
<PAGE>
proceeding,  whether for the specific  performance  of any  agreement  contained
herein or in any of the other Loan  Documents,  or for an  injunction  against a
violation  of any of the terms  hereof or thereof,  or in aid of the exercise of
any  power  granted  hereby  or  thereby  or by  law  or for  any  other  remedy
(including, without limitation, damages).

                  (b) Agent  shall  have all of the  rights  and  remedies  of a
secured  party  under the  Uniform  Commercial  Code as  enacted in the State of
Florida and under any other  applicable  law from time to time in effect.  Agent
shall also have any  additional  rights and remedies  granted  herein and in any
other  agreement  now or hereafter in effect  between  Corporation  and Agent or
otherwise  granted by law or equity.  If  requested by Agent,  Corporation  will
assemble  the  Collateral  and  make it  available  to  Agent  at a place  to be
designated by Agent. All rights and remedies of Agent under this Agreement,  the
Uniform  Commercial  Code,  or otherwise  shall be  cumulative  and  exercisable
concurrently or consecutively or in the alternative,  at Agent's option. Without
limiting the generality of the  foregoing,  Corporation  expressly  agrees that,
after an Event of Default and provided that Corporation has not cured such Event
of Default,  Agent may (i) lawfully  enter any premises where any Collateral may
be without  judicial  process and take  possession of the  Collateral,  and (ii)
sell, lease or otherwise dispose of any or all of the Collateral.

                  (c) In case of a default in the  payment of any  principal  or
interest on the Note or the Debenture, Corporation will pay to Agent thereof, in
addition to any principal and interest otherwise  required,  such further amount
as shall be  sufficient  to cover any and all costs and expenses of  enforcement
and  collection,   including,  without  limitation,  reasonable  attorney  fees,
expenses  and  disbursements.  No course of dealing  and no delay on the part of
Agent in exercising  any rights or remedies shall operate as a waiver thereof or
otherwise  prejudice such Agent's rights. No right or remedy conferred hereby or
by any of the other Loan  Documents  shall be  exclusive  of any other  right or
remedy referred to herein or therein or available at law, in equity,  by statute
or otherwise.

                  (d) Agent  shall,  in addition to other  remedies  provided by
law,  have the  right  and  remedy  to have  the  provisions  of this  Agreement
specifically  enforced  by  any  court  having  equity  jurisdiction,  it  being
acknowledged  and agreed that any breach or threatened  breach of the provisions
of this Agreement will cause irreparable  injury to Agent and that money damages
will not provide an adequate remedy. Nothing contained herein shall be construed
as prohibiting  Agent from pursuing any other remedies  available to it for such
breach or threatened breach, including the recovery of damages from Corporation.

         14.  Restrictions  on  Transfer.  Agent agrees that it will not sell or
otherwise dispose of the Debenture unless (i) the Debenture
                                       17
<PAGE>
has been  registered  under the Securities Act, or (ii) the Debenture is sold in
accordance  with the applicable  requirements  and limitations of Rule 144 under
the Securities Act (or any successor  rule,  regulation or statute to Rule 144),
or (iii)  Corporation has been furnished with an opinion or opinions  reasonably
satisfactory to Corporation's  counsel to the effect that registration under the
Securities  Act is not required for the transfer as proposed  (which opinion may
be conditioned  upon the  transferee's  assuming the  obligations of Agent under
this paragraph 14) or (iv) Corporation has been furnished with a letter from the
Division of  Corporate  Finance of the  Securities  Exchange  Commission  to the
effect  that such  Division  would not  recommend  any action to the  Securities
Exchange   Commission  if  such  proposed   transfer  were  effected  without  a
registration  statement  effective under the Securities Act.  Corporation agrees
that within ten (10) Business  Days after receipt of any opinion  referred to in
(iii) above,  it will notify  Agent  whether  such  opinion is  satisfactory  to
Corporation.  Agent will promptly give notice to  Corporation of any transfer by
it of the Debenture.

         15. Payments. Corporation shall make payments of principal and interest
on the Note and the  Debenture by check or checks  payable to the order of Agent
or other registered holder of the Debenture, directly or to the separate Lenders
in amounts designated by Agent, duly mailed or delivered to Agent at its address
as set forth on the first page  hereof,  or at such  other  address as Agent (or
Agent's  successor  or assign) may  designate  in writing,  or, at the option of
Corporation, by wire transfer to the account(s) of such Person(s) at any bank or
trust company in the United States of America.  All such payments  shall be made
in lawful money of the United States of America.

         16.  Reservation of Shares.  Corporation  will at all times reserve for
issuance and delivery upon  conversion of the Debenture all  Conversion  Shares.
All such  Conversion  Shares shall be duly authorized and, when issued upon such
conversion,  shall be validly issued,  fully paid and  nonassessable and free of
all preemptive rights.

         17. Redemption. Corporation may at any time prepay in whole or in part,
without  any  prepayment  premium,  penalty  or fee  whatsoever,  the  remaining
outstanding  principal amount plus accrued interest to the date of prepayment of
the  Debenture.  Corporation  shall give Agent at least  thirty  (30) days prior
written notice (the "Redemption  Notice") specifying the date of redemption (the
"Redemption Date"). The portion of the remaining  outstanding  principal balance
of the Debenture that is the subject of the  Redemption  Notice shall become due
and payable on the  Redemption  Date specified in such notice and from and after
Agent's  receipt of payment,  interest on such Debenture  shall cease to accrue.
After its receipt of a  Redemption  Notice  hereunder,  Agent may  exercise  its
conversion rights under paragraph 3 above as to any portion of
                                       18
<PAGE>
the  remaining  outstanding  principal  amount of the  Debenture  including  the
portion thereof to be redeemed by Corporation pursuant to the Redemption Notice.

         18. Lock-Out Provisions.  During the ninety (90) consecutive days after
Agent, Midsouth I or Midsouth II or any of their respective Affiliates sells any
Common Stock,  Agent may not exercise its right to convert all or any portion of
the  remaining  outstanding  principal  amount  of  the  Debenture  pursuant  to
paragraph 3 above. Furthermore, each of Agent, Midsouth I, Midsouth II and their
respective  Affiliates agree not to sell any Common Stock during the ninety (90)
consecutive days immediately  prior to the Maturity Date if any of the principal
amount of the Debenture  (after  reductions for all Conversion  Notices given to
Corporation)  remains  outstanding.  The  provisions of this  paragraph 18 above
shall be terminated and of no force or effect as of the date of any notice given
pursuant to  paragraph  3(c) above to convert the entire  remaining  outstanding
principal balance of the Debenture.

         19. Private Placement Rights.

                  (a) If any of Agent,  Midsouth I,  Midsouth II or any of their
respective  Affiliates  intends  to sell any  Common  Stock,  such  Person  (the
"Selling  Shareholder") shall notify Corporation in writing of the intended sale
and the  number of shares of Common  Stock to be sold and,  if  applicable,  any
agreed-upon price at which Selling  Shareholder has offered to sell such shares.
For a period of five (5) Business Days after its receipt of such written notice,
Corporation  shall have the right to redeem or privately place such Common Stock
at a sales price that is no less than the value of the fair market value of such
Common  Stock on the notice date or specified  price.  If  Corporation  does not
privately  place or release  such Common  Stock within such five (5) day period,
then the  Selling  Shareholder  shall be free for a period of  thirty  (30) days
thereafter to sell such Common Stock .

                  (b) Any of  Agent,  Midsouth  I,  Midsouth  II or any of their
respective  Affiliates  may not  pledge  any of their  Common  Stock  unless the
pledgee of such Common Stock agrees in writing that if such pledgee ever intends
to sell such stock to recover  amounts owed to such  pledgee,  then such pledgee
shall give written notice of such fact to Corporation and Corporation shall have
the right,  for five (5)  Business  Days after its  receipt of such  notice,  to
privately  place such Common  Stock at such Common  Stock's fair market value on
the date of such  private  placement.  Midsouth I and Midsouth II shall use good
faith efforts to obtain such an undertaking  from any current  pledgee of Common
Stock held by them, if any.

                  (c) For purposes of this  paragraph  19, the fair market value
of Common  Stock shall be the number of shares of Common  Stock to be  privately
placed multiplied by the fair market value of a
                                       19
<PAGE>
share of Common Stock as determined  under  paragraph  3(b) above except that in
the case of  paragraph  3(b)(i)  such fair market  value shall be the  per-share
closing price on the day immediately prior to the private placement,  and in the
case of paragraph  3(b)(ii) such fair market value shall be the mean of the last
reported bid and asked prices reported by the National Quotation Bureau, Inc. on
the day of the private placement.

         20.   Payment  of  Existing   Debt.  As  described  in  the  Background
Information  hereinabove,  Corporation  has  agreed  to sell the  real  property
described in such Background  Information to CNL-BB Corp, a Florida corporation.
Further,  Corporation has agreed to sell the personal property  previously owned
by the general partnerships described in the Background Information above to CNL
American  Properties  Fund,  Inc., a Maryland  corporation.  Corporation  hereby
covenants  and agrees that it will use all of the  proceeds of such sales (after
the  payment of  reasonable  expenses  of  Corporation  incurred  in  connection
therewith and in connection with certain related transactions as well as any and
all outstanding  legal fees and costs of  Corporation's  legal counsel),  to pay
down the  outstanding  balance  of the  loan to  Corporation  from the  group of
lenders represented by Banque Paribas, a French corporation, as agent.

         21. Notices.  Unless otherwise  expressly specified or permitted by the
terms hereof, all notices, requests,  demands, consents and other communications
hereunder or with respect to any of the Loan  Documents  shall be in writing and
shall be delivered or shall be sent, postage prepaid, by registered or certified
U.S.  mail,  return  receipt  requested,  or by reputable  registered  overnight
courier service, to the following addresses:

                  (a) If to Agent or its nominee, at its address as set forth on
the first page hereof,  or at such other  address as may have been  furnished to
Corporation by such Agent in writing; or

                  (b) If to any other holder of the  Debenture,  at such address
as the payee or registered  holder thereof shall have  designated to Corporation
by a written  notice  stating that such holder has acquired  the  Debenture  and
designating such address; or

                  (c) If to  Corporation,  at the address set forth on the first
page hereof or at such other  address as may have been  furnished  in writing by
Corporation  to Agent,  with a copy to  Jeffrey  H.  Verbin,  Esquire,  O'Conner
Cavanagh,  Anderson,  Killinsworth & Beshears,  P.A.,  One East Camelback  Road,
Suite 1100, Phoenix, Arizona 85012-1656.

                  Whenever  any notice is required to be given  hereunder,  such
notice shall be deemed received (if not sooner actually received) three (3) days
after being placed in the U.S. mail or the
                                       20
<PAGE>
day after being delivered to a reputable registered overnight courier service.

         22. Miscellaneous.

                  (a) Notice. Corporation agrees that any notice by Agent of the
sale, lease or other  disposition of the Collateral or any other intended action
hereunder,  whether required by the Uniform Commercial Code or otherwise,  shall
constitute  reasonable  notice to  Corporation  if the notice is provided in the
manner set forth in  paragraph  21 hereof at least ten (10) days before the date
of any public sale,  lease or other  disposition of the Collateral,  or the time
after which any private sale, lease or other disposition of the Collateral is to
take place.

                  (b) Perfection of Security  Interests.  Corporation  agrees to
cooperate  with Agent as to the execution and filing of any financing  statement
or  statements  relating  to  the  Collateral  (with  or  without  Corporation's
signature thereon), and to take any other action deemed necessary or appropriate
by Agent to perfect and to continue perfection of the Security Interest.

                  (c) Right to Proceeds.  After an Event of Default and provided
that Corporation has not cured such Event of Default, Agent may demand, collect,
and sue for all proceeds of the Collateral  (either in  Corporation's or Agent's
name at the latter's option) with the right to enforce,  compromise,  settle, or
satisfy any claim and, in connection  therewith,  Corporation hereby irrevocably
appoints  Agent as  Corporation's  attorney-in-fact  to  endorse,  by writing or
stamp, Corporation's name on all checks, commercial paper, and other instruments
pertaining  to the  proceeds.  Such  appointment  is binding and coupled with an
interest.  After an Event of Default and provided that Corporation has not cured
such Event of Default,  Corporation  also authorizes  Agent to collect and apply
against the  Indebtedness  any refund of  insurance  premiums  or any  insurance
proceeds  payable on  account of the loss of or damage to any of the  Collateral
and hereby  irrevocably  appoints  Agent as  Corporation's  attorney-in-fact  to
endorse,  by writing or stamp, any check or draft  representing such proceeds or
refund. Such appointment is binding and coupled with an interest. After an Event
of Default and provided  that  Corporation  has not cured such Event of Default,
Agent may notify any party  obligated to pay proceeds of the  Collateral  of the
existence  of the  Security  Interest  and may also  direct them to pay all such
proceeds to Agent.

                  (d)  Confidentiality.  Agent  shall not  disclose,  divulge or
communicate  any financial  information  of  Corporation  received by Agent from
Corporation  under the terms of this  Agreement  to any other  person or persons
(other than Agent's officers,  directors,  employees,  agents, legal counsel and
affiliates), except as may be required by law.
                                       21
<PAGE>
                  (e) Entire  Agreement.  The Loan Documents  contain the entire
agreement  among  Agent  and  Corporation   with  respect  to  the  indebtedness
represented  by the Note and the  Debenture,  and  supersede  any prior  oral or
written agreements, commitments, terms or understandings,  regarding the subject
matter hereof.

                  (f) Survival.  All agreements,  representations and warranties
contained in the Loan  Documents  shall  survive,  and shall  continue in effect
following,  the execution and delivery of the Loan Documents,  any investigation
at any time  made by Agent or on its  behalf  or by any  other  Person,  and the
issuance,  sale and  delivery  of the  Debenture  and any  disposition  thereof;
provided,  however,  that such agreements  (including,  without limitation,  the
security  agreement  contained  herein),  representations  and  warranties  will
terminate upon  Corporation's full payment of all amounts due to Agent under the
Loan  Documents.  All statements  contained in any certificate or other document
delivered  by or on behalf  of  Corporation  pursuant  hereto  shall  constitute
representations and warranties by Corporation hereunder.

                  (g)  Counterparts.  This  Agreement  may  be  executed  by the
parties  hereto in separate  counterparts,  each of which when so  executed  and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute one and the same  instrument,  and all signatures  need not appear on
any one counterpart.

                  (h) Headings.  The headings and captions in this Agreement are
for  convenience  of  reference  only and shall not define,  limit or  otherwise
affect any of the terms or provisions hereof.

                  (i) Binding Effect and Assignment. The terms of this Agreement
shall be  binding  upon,  and inure to the  benefit  of, the  parties  and their
respective  successors and assigns whether so expressed or not.  Corporation may
not assign any of its  obligations,  duties or rights under this  Agreement,  or
under  any of the  other  Loan  Documents.  In  addition  to any  assignment  by
operation of law,  except as otherwise set forth in this Agreement and the other
Loan Documents,  Agent may assign, in whole or in part, any or all of its rights
under this Agreement or under the Debenture  issued  hereunder to any Person and
any such  assignment  shall not diminish  the rights such Agent would  otherwise
have under this Agreement or with respect to any remaining Debenture held by it.

                  (j)  Severability.  Any provision hereof or of the Note or the
Debenture   issued  hereunder  which  is  prohibited  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions hereof or thereof,  and any such prohibition or  unenforceability  in
any jurisdiction shall not
                                       22
<PAGE>
invalidate or render unenforceable such provision in any other jurisdiction.

                  (k) Governing  Law. This  Agreement  shall be governed by, and
construed in accordance  with,  the laws of the State of Florida (other than any
conflict of laws rule which might result in the  application  of the laws of any
other jurisdiction).

                  (l) Jurisdiction and Venue.

                           (i) Each of the parties hereto hereby irrevocably and
unconditionally  submits,  for  itself  and its  property,  to the  nonexclusive
jurisdiction  of any  Florida  court or federal  court of the  United  States of
America sitting in Orlando,  Florida,  and any appellate court from any thereof,
in any  action  or  proceeding  arising  out of or  relating  to any of the Loan
Documents,  or for  recognition or enforcement of any judgment,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
Florida court or, to the extent permitted by law, in such federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law.

                           (ii)  Each  of the  parties  hereto  irrevocably  and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any  objection  that it may now or hereafter  have to the laying of venue or
any suit,  action or  proceeding  arising  out of or relating to any of the Loan
Documents  in any Florida  State or federal  court.  Each of the parties  hereto
hereby  irrevocably  waives, to the fullest extent permitted by law, the defense
of an inconvenient  forum to the maintenance of such action or proceeding in any
such court.

                           (iii) Each of the parties  hereto hereby  irrevocably
waives  all right to trial by jury in any  action,  proceeding  or  counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to any
of  the  Loan  Documents  or  the  actions  of the  Agent  in  the  negotiation,
administration, performance or enforcement thereof.
                                       23
<PAGE>
         IN WITNESS  WHEREOF,  the  parties  have  caused  these  presents to be
executed as of the day and year first above written.


                                        DENAMERICA CORP., a Georgia
                                        corporation

                                        By: /s/ Robert J. Gentz
                                           ----------------------------
                                        Name:  Robert J. Gentz
                                             --------------------------
                                        Title: SR VICE PRESIDENT
                                              -------------------------

                                               (CORPORATE SEAL)

                                                "Corporation"

                                        CNL GROWTH CORP., a Florida
                                        corporation

                                        By:____________________________
                                        Name:__________________________
                                        Title:_________________________

                                               (CORPORATE SEAL)

                                                    "Agent"

                                        MIDSOUTH FOODS I, LTD., a
                                        Florida limited partnership

                                        By:  CNL Growth Partners, Inc.,
                                             a Florida corporation,
                                             General Partner

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                                  (CORPORATE SEAL)

                                                    "Midsouth I"
                                       24
<PAGE>
                                        MIDSOUTH FOODS II, LTD., a
                                        Florida limited partnership

                                        By:  CNL Growth Partners, Inc.,
                                             a Florida corporation,
                                             General Partner

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________

                                                  (CORPORATE SEAL)

                                                   "Midsouth II"
                                       25