AMENDMENT AND LIMITED CONSENT AND WAIVER
                    ----------------------------------------

                  This AMENDMENT AND LIMITED CONSENT AND WAIVER (this "Consent")
is entered  into as of  September  30, 1997 among  DenAmerica  Corp.,  a Georgia
corporation  (the  "Borrower"),  the Banks (as  hereinafter  defined) and Banque
Paribas, as Agent.

                                    RECITALS
                                    --------

                  WHEREAS,  the Borrower,  certain  financial  institutions (the
"Banks")  and the Agent are party to that certain  Amended and  Restated  Credit
Agreement dated as of July 3, 1996, as modified by that certain Limited Consent,
dated as of April 16, 1997, as further modified by that certain Limited Consent,
dated as of June 30, 1997, as further  modified by that certain Limited Consent,
dated as of July 31,  1997  and as  further  modified  by that  certain  Limited
Waiver,  dated as of  August  21,  1997 (as  further  amended,  supplemented  or
modified hereby and as hereafter  amended,  restated,  supplemented or otherwise
modified from time to time, the "Credit Agreement"); and

                  WHEREAS,  the  Borrower has  requested  that the Agent and the
Banks amend certain  provisions  of the Credit  Agreement and certain other Loan
Documents  and grant  certain  consents  and  waivers  with  respect  to certain
provisions of the Credit Agreement, all as more fully described herein; and

                  WHEREAS,  the Agent and the Banks  have  agreed to grant  such
amendments, consents and waivers upon the terms and conditions set forth herein.

                                    AGREEMENT
                                    ---------

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and for
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                  Section 1. Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the respective  meanings assigned thereto in
the Credit Agreement.
<PAGE>
                  Section 2.  Amendments to the Loan  Documents.  Subject to the
terms and conditions set forth herein,  the Credit Agreement and each other Loan
Document is hereby amended as follows:

                           (a)   Definitions.   Each  reference  in  the  Credit
Agreement (including Section 1.1 of the Credit Agreement) and in each other Loan
Document  (other  than this  Consent)  to the terms  "Delayed  Draw Term  Loan,"
"Delayed  Draw  Term  Loan  Commitment,"  "Delayed  Draw  Term  Loan  Commitment
Termination  Date,"  "Delayed Draw Term Loan Maturity  Date," "Delayed Draw Term
Note," and "Total Delayed Draw Term Loan  Commitment,"  is hereby deleted in its
entirety and shall be of no further  force or effect and, to the extent any such
term is used to calculate certain amounts or percentages in the Credit Agreement
or any other Loan Document,  such term for the purpose of such calculation shall
be deemed to equal zero.

                           (b) Delayed Draw Facility.  Section 2.3 of the Credit
Agreement is hereby  deleted in its entirety and shall be of no further force or
effect.

                           (c) Olajuwon Associates, L.L.C.

                           (i)  Section  1.1 of the Credit  Agreement  is hereby
         amended by adding  thereto in proper  alphabetical  order the following
         definitions:

                  "Olajuwon  Associates,  L.L.C."  shall mean the joint  venture
                  between the Borrower and Olajuwon  Holdings,  Inc. formed upon
                  terms substantially  similar to the terms described in Annex A
                  to that  certain  Amendment  and  Limited  Consent and Waiver,
                  dated as of September 30, 1997 among the  Borrower,  the Agent
                  and the Banks and such  additional  terms as the Agent, in its
                  sole discretion, shall approve.

                  "Olajuwon  Deferred  Purchase  Price" shall mean the preferred
                  return of  $5,200,000  to be paid to the  Borrower by Olajuwon
                  Associates,  L.L.C. in connection with the Borrower's interest
                  in the Olajuwon Associates, L.L.C."

                           (ii)  Section  2.13(a)  of the  Credit  Agreement  is
         hereby amended by (A) deleting the period as it appears at the end
                                        2
<PAGE>
         of  subsection  (iii) thereof and replacing it with a semicolon and (B)
         adding the following new subsection (iv):

                  "(iv)  Notwithstanding  anything to the contrary  contained in
                  this Section 2.13(a),  the Borrower shall be required to apply
                  the Net Sale Proceeds received in connection with the Olajuwon
                  Associates,  L.L.C.  as  follows:  first,  to prepay  the Term
                  Loans, in inverse order of maturity, together with all accrued
                  and unpaid interest  thereon to and including the date of such
                  prepayment, in an amount not to exceed $11,000,000, second, to
                  prepay the outstanding  principal  amount of the  Subordinated
                  Promissory Note until such Subordinated  Promissory Note shall
                  have  repaid in full,  together  with all  accrued  and unpaid
                  interest thereon and all other amounts outstanding thereunder,
                  third, to prepay the Term Loans, in inverse order of maturity,
                  until such Term Loans shall have been repaid in full, together
                  with all accrued and unpaid interest  thereon to and including
                  the date of  prepayment  and fourth,  to prepay the  Revolving
                  Loans  until such  Revolving  Loans  shall have been repaid in
                  full,  together with all accrued and unpaid interest  thereon,
                  provided  that any such payment of the  outstanding  principal
                  amount of the Re  volving  Loans  shall be  accompanied  by an
                  equivalent  and  permanent  reduction  of the  Revolving  Loan
                  Commitment."

                           (iii)  Section  7.4(b)  of the  Credit  Agreement  is
         hereby   amended  by  adding  the  words   "(other  than  the  Olajuwon
         Associates, L.L.C.)" immediately after the word "venture" as it appears
         at the end of subsection (iii) thereof.

                           (iv)  Section 7.5 of the Credit  Agreement  is hereby
         amended  by (A)  deleting  the word  "and" as it  appears at the end of
         subsection  (f)  thereof,  (B) deleting the period as it appears at the
         end  of  subsection  (g)  thereof  and  replacing  such  period  with a
         semicolon  and the word  "and" and (C) adding to such  Section  7.5 the
         following new subsections (h) and (i):

                  "(h)  Asset   Dispositions   effected   in   connection   with
                  sale/leaseback  transactions  permitted  pursuant  to  Section
                  7.14.
                                        3
<PAGE>
                  (i)  Asset  Dispositions   effected  in  connection  with  the
                  Olajuwon Associates, L.L.C."

                           (v)  Section  7.8 of the Credit  Agreement  is hereby
         amended  by (A)  deleting  the word  "and" as it  appears at the end of
         subsection  (i)  thereof,  (B) deleting the period as it appears at the
         end  of  subsection  (j)  thereof  and  replacing  such  period  with a
         semicolon  and the word  "and" and (C) adding to such  Section  7.8 the
         following new subsection (k):

                  "(k) the  equity  interest  of the  Borrower  in the  Olajuwon
                  Associates, L.L.C. and the Olajuwon Deferred Purchase Price."

                  Section  3.  Limited   Consent.   Subject  to  the  terms  and
conditions  set forth  herein,  the Agent and the Banks,  as of the date hereof,
hereby  consent to the effect on only the following  specified  provisions  with
respect to each of the following:

                           (a) CNL Joint Venture.  Notwithstanding the terms and
conditions of Sections  7.4(b)(i) and (iii) and 7.8 and of the Credit Agreement,
the Borrower is hereby permitted to purchase the general partnership interest of
each of the following (each such purchase being collectively  referred to herein
as  the  "CNL  JV  Purchase"),  (i)  Denwest  Foods,  Ltd.,  a  Florida  limited
partnership,  representing  50% of the entire  partnership  interest  in Denwest
Joint Venture,  a Florida general  partnership,  (ii) Densouth Foods II, Ltd., a
Florida limited partnership, representing 50% of the entire partnership interest
in Densouth  Restaurants II Joint Venture,  a Florida  general  partnership  and
(iii) Denwest Foods II, Ltd., a Florida limited partnership, representing 50% of
the entire  partnership  interest in Denwest II Joint Venture, a Florida general
partnership.  The purchase  price for the CNL JV Purchase shall be an amount not
to exceed  $4,400,000,  which principal  amount shall be evidenced solely by the
CNL  Subordinated  Debenture (as  hereinafter  defined).  As a condition to this
Consent, the Borrower hereby represents and covenants to the Agent and the Banks
that no additional liabilities (other than the CNL Subordinated Debenture) shall
be assumed by the Borrower as a result of the CNL JV Purchase.

                           (b) CNL Indebtedness and Equity.  Notwithstanding the
terms and  conditions  of  Sections  7.2 and 7.21 of the Credit  Agreement,  the
Borrower is hereby  permitted to incur  Indebtedness  (i) in connection with the
CNL 
                                       4
<PAGE>
JV Purchase in a principal amount not to exceed  $4,400,000,  which Indebtedness
shall be evidenced by a 5-year convertible redeemable debenture,  payable to the
order of CNL Growth Corp. ("CNL"),  bearing interest at the rate of 5% per annum
and  convertible   into  shares  of  the  Borrower's   common  stock  (the  "CNL
Subordinated  Debenture")  and  (ii) in  connection  with  the CNL Fee  Property
Financing  (as  hereinafter  defined),  in a  principal  amount  not  to  exceed
$7,700,000, which Indebtedness shall be evidenced by a promissory note (the "CNL
Subordinated Note")  payable to  the order of CNL;  provided,  however,  that in
each case, such  Indebtedness  shall be subordinated in a manner and pursuant to
subordination terms and other terms and conditions  satisfactory to the Agent as
determined in its sole discretion.

                           (c)    CNL     Personal     Property     Disposition.
Notwithstanding  the terms  and  conditions  of  Section  7.5(c)  of the  Credit
Agreement,  the Borrower is hereby  permitted to make Asset  Dispositions of the
personal property owned by the joint ventures referred to in Section 3(a) hereof
to CNL American Properties Fund, Inc., a Maryland  corporation ("CNL Maryland"),
for a  sale  price  of not  less  than  $1,400,000  in the  aggregate,  paid  in
immediately available funds, provided that the proceeds of such sale are applied
in accordance with Sections 2.13(a) and 2.14 of the Credit Agreement.

                           (d)  CNL  Equipment  Financing.  Notwithstanding  the
terms and conditions of Sections 7.2(f),  7.5(c)(i), (iv) and (v) and 7.14(i) of
the Credit  Agreement,  the Borrower is hereby permitted to sell to CNL Maryland
certain equipment owned by the Borrower and located at the properties identified
on Schedule  3(d) hereto  (the  "Equipment"),  for a sale price of not less than
$10,850,000  in the  aggregate,  paid in immediately  available  funds,  and the
simultaneous  lease of such  equipment  back to the  Borrower  at its then  fair
market  value  (such sale and  leaseback  of the  Equipment  being  collectively
referred  to  herein  as,  the "CNL  Equipment  Financing"),  provided  that the
proceeds of such sale are applied in  accordance  with the terms of Section 3(i)
hereof.  Subject to the  consummation of the CNL Equipment  Financing and solely
for the purpose of the sale of the Equipment in connection therewith,  the Agent
hereby  releases  its  security  interest in the  Equipment  located on the real
properties identified on Schedule 3(d) hereto.

                           (e) Improvement Financing.  Notwithstanding the terms
and  conditions  of Sections  7.5(c)(i),  (iv) and (v),  7.13 and 7.14(i) of the
Credit  Agreement,  the  Borrower  is  hereby  permitted  to sell to one or more
affiliates of CNL,
                                        5
<PAGE>
certain  buildings and other  improvements  owned by the Borrower and located on
the real  properties  identified on Schedule  3(e) hereto (the "BEP  Improvement
Locations"), for a sale price of not less than $4,750,000 in the aggregate, paid
in immediately available funds, and the simultaneous lease of such buildings and
other  improvements  back to the Borrower or BEP at their then fair market value
(such sale and leaseback of the buildings  and other  improvements  collectively
being referred to herein as, the "CNL Improvement Financing"), provided that the
proceeds of such sale are applied in  accordance  with the terms of Section 3(i)
hereof.

                           (f) Fee Property Financing. Notwithstanding the terms
and conditions of Sections  7.4(b)(i),  7.5(c)(i),  (iv) and (v) and 7.13 of the
Credit  Agreement,  the  Borrower is hereby  permitted  to (i)  purchase the fee
interest  and/or  leasehold  interest  in each of the  parcels of real  property
listed on Schedule 3(f) hereto (the "CNL Fee  Properties")  for a purchase price
not to exceed  $7,700,000,  and (ii) sell the CNL Fee  Properties  identified as
parcels 1, 2, 3, 5, 6, 7, 9, 10 and 12 on  Schedule  3(f)  hereto to one or more
affiliates of CNL for a sale price of not less than $8,000,000 in the aggregate,
paid  in  immediately  available  funds,  and  the  simultaneous  lease  of such
properties  back to the Borrower at their then fair market value (such purchase,
sale and  leaseback of the CNL Fee  Properties  being  collectively  referred to
herein as, the "CNL Fee Property Financing"), provided that the proceeds of such
sale are applied in accordance with the terms of Section 3(i) hereof.

                           (g) Liens.  Notwithstanding  the terms and conditions
of Section 7.3 of the Credit  Agreement,  the  Borrower is hereby  permitted  to
grant Liens (i) on its interest in the CNL Fee Properties  identified as parcels
1 through 12 on Schedule  3(f)  hereto,  solely for the purpose of securing  its
obligations under the CNL Subordinated  Debenture and the CNL Subordinated Note,
(ii) on its interest in the  Equipment,  pursuant to one or more leases  entered
into by the Borrower in connection with the CNL Equipment Financing, but only to
the extent required by such leases,  (iii) on the personal property owned by the
Borrower or BEP that is located at the BEP  Improvement  Locations,  pursuant to
one or more  leases  entered  into by the  Borrower in  connection  with the CNL
Improvement  Financing,  but only to the extent required by such leases and (iv)
on the personal  property  owned by the Borrower  that is located at the CNL Fee
Properties,  pursuant  to one or more  leases  entered  into by the  Borrower in
connection with the CNL Fee Property Financing,  but only to the extent required
by such leases.
                                        6
<PAGE>
                           (h) Certain  Restrictions.  Notwithstanding the terms
and conditions of Sections  7.12(b),  (c) and (e) of the Credit  Agreement,  the
Borrower  is hereby  permitted  to enter  into,  in  connection  with the CNL JV
Purchase, the CNL Equipment Financing, the CNL Improvement Financing and the CNL
Fee Property  Financing,  one or more  agreements  that restrict the  Borrower's
ability to sell or  otherwise  dispose  of its  assets,  to create  Liens on its
property and to make Restricted Payments.

                           (i)   Use  of   Proceeds   from   CNL   Transactions.
Notwithstanding  the terms and  conditions  of Sections  2.13(a) and 2.14 of the
Credit Agreement, the Borrower is hereby required to apply the Net Sale Proceeds
received in connection  with the CNL Equipment  Financing,  the CNL  Improvement
Financing and the CNL Fee Property Financing as follows:  first, to pay the Term
Loan  installment  due on  September  30, 1997 under the Credit  Agreement  (the
"September  Installment"),  second,  to prepay  the  scheduled  installments  of
principal on the Term Loans, in inverse order of maturity, in a principal amount
equal to $17,000,000  (less the September  Installment) and third, to prepay the
outstanding  principal amount of the Revolving Loans in a principal amount equal
to approximately $7,500,000.

                           (j) GHS Franchise Acquisitions.

                                    (i) Notwithstanding the terms and conditions
         of  Sections  7.4(b)(i)(D)  and 7.19 of the  Credit  Agreement,  BEP is
         hereby permitted to purchase (A) the fee interest of G.H.S.  Restaurant
         Management,  Inc., an Arizona  corporation ("GHS") in the real property
         identified  as parcel 1 on  Schedule  3(j)  hereto,  together  with the
         buildings  and  improvements   (including,   without  limitation,   any
         restaurants)  located on such property (the "GHS Real  Property"),  (B)
         the fee interest of GHS in the  buildings and  improvements  located on
         the  properties  identified  as  parcels 2 through 6 on  Schedule  3(j)
         hereto (the "GHS Buildings"),  (C) the leasehold interest of GHS in the
         real property identified as parcels 2 through 6 on Schedule 3(j) hereto
         (the "GHS Leasehold  Interests") and (D) the interest of GHS in certain
         other personal  property  located on or used in connection with the GHS
         Real  Property,  the GHS  Buildings  and the  GHS  Leasehold  Interests
         (including,  without limitation, the equipment located on each property
         (the "GHS  Equipment"),  for an aggregate  purchase price not to exceed
         $3,250,000 (each such 
                                       7
<PAGE>
         purchase  collectively,  being referred to herein as the "GHS Franchise
         Acquisitions").

                                    (ii)    Notwithstanding    the   terms   and
         conditions of Sections 6.5, 7.5(c)(i), (iv) and (v), 7.13 of the Credit
         Agreement,  BEP is hereby permitted to sell the GHS Real Property,  the
         GHS  Buildings  (other  than the  property  identified  as  parcel 4 on
         Schedule 3(j) hereto) and the GHS  Equipment to one or more  affiliates
         of CNL for a sale price of not less than  $5,600,000 in the  aggregate,
         paid in immediately available funds, and the simultaneous lease of such
         GHS Real Property, GHS Buildings and GHS Equipment back to the Borrower
         at  their  then  fair  market  value  (such  sale and  leaseback  being
         collectively referred to herein as, the "GHS Financing"), provided that
         the proceeds of such sale are applied in  accordance  with the terms of
         Section 3(j)(iii) hereof. As a condition to this Consent,  the Borrower
         hereby  represents  and  covenants  to the Agent and the Banks  that in
         connection  with  the GHS  Franchise  Acquisitions  the  Borrower  will
         acquire all rights and interests  necessary or desirable to operate the
         properties  as currently  operated and that no  additional  liabilities
         shall be assumed by the Borrower as a result of such acquisitions.

                                    (iii)    Notwithstanding   the   terms   and
         conditions of Sections  2.13(a) and 2.14 of the Credit  Agreement,  the
         Borrower  shall be required  to cause BEP to use the Net Sale  Proceeds
         received in connection with the GHS Financing as follows:  first to pay
         the purchase  price in connection  with the FRG Franchise  Acquisitions
         (as hereinafter defined), in an amount not to exceed $1,500,000, second
         to pay  the  purchase  price  in  connection  with  the  GHS  Franchise
         Acquisitions,  in an amount  not to exceed  $3,250,000  and  third,  to
         prepay the Revolving Loans in a principal  amount equal to the Net Sale
         Proceeds  received in connection  with the GHS  Financing  less amounts
         paid pursuant to clauses first and second hereof.

                           (k) Colorado Franchise  Termination.  Notwithstanding
the terms and conditions of Sections 6.5 and 7.5(c) of the Credit Agreement, the
Borrower is hereby permitted to make Asset Dispositions  consisting solely of an
assignment of the right, title and interest in and to the BEP trade name, trade-
                                       8
<PAGE>
marks,  trade dress and service  marks solely in the State of Colorado,  in each
case pursuant to the terms of an agreement  substantially in the form of Exhibit
C hereto,  which  assignment  includes the termination of royalty payments to be
paid to BEP  pursuant to each of the  Franchisor  Agreements  listed on Schedule
3(k) hereto (collectively, the "BEP Franchisor Agreements").

                           (l) FRG Franchise  Acquisition.  Notwithstanding  the
terms and  conditions  of  Sections  6.5,  7.4(b)(i)(D)  and 7.19 of the  Credit
Agreement,  BEP is hereby  permitted to purchase (A) the fee interest of Florida
Restaurant Group, Inc. ("FRG") in the buildings and improvements  located on the
properties  identified on Schedule 3(l) hereto (the "FRG  Properties"),  (B) the
leasehold  interest of FRG in the FRG  Properties and (C) the interest of FRG in
certain  personal  property  located  on or  used  in  connection  with  the FRG
Properties  for an  aggregate  purchase  price  not to exceed  $1,500,000  (such
purchases   collectively   being  referred  to  herein  as  the  "FRG  Franchise
Acquisitions").  As a condition to this Consent,  the Borrower hereby represents
and  covenants  to the  Agent  and the  Banks  that in  connection  with the FRG
Franchise  Acquisitions,  BEP will acquire all rights and interests necessary or
desirable to operate the properties as currently operated and that no additional
liabilities  shall  be  assumed  by the  Borrower  or BEP as a  result  of  such
acquisitions.

                           (m)  Unigate Transactions.

                                    (i) Notwithstanding the terms and conditions
         of Sections 7.5(c) and 7.10(i) of the Credit Agreement, the Borrower is
         hereby permitted to make Asset  Dispositions  consisting  solely of (A)
         the termination of the Guarantee Agreement, dated as of May 31, 1996 by
         Unigate Holdings, NV in favor of the Borrower and the Borrower's rights
         thereunder  and (B) the waiver by the  Borrower of its  indemnification
         rights under the Stock Purchase Agreement to the extent provided in the
         Settlement Agreement and Release,  dated as of September 30, 1997 among
         the Borrower, BEP, Beck Holdings, Inc. and Unigate Holdings, NV.

                           (n) Put  Agreement.  Notwithstanding  the  terms  and
conditions of Sections  7.2 and 7.6 of  the Credit  Agreement,  the  Borrower is
hereby permitted to enter into a certain substitution and put agreement pursuant
to which the  Borrower  is required to purchase  the  properties  identified  on
Schedule 3(n) hereto (collectively, the "Put Properties") upon the occurrence of
certain events
                                       9
<PAGE>
described in such substitution and put agreement, provided that the Borrower has
the  ability  under  such   agreement  to  provide  a  comparable   property  in
substitution for any Put Property and provided, further, that the purchase price
for the Put Properties shall not exceed $4,000,000 in the aggregate.

                           (o) Security Documents. Notwithstanding the terms and
conditions  of  Sections  2.22(b),  2.22(c),  6.1(l)  and  6.21  of  the  Credit
Agreement,  the  Borrower  shall not be  required to deliver to the Agent on the
date hereof (i) any Mortgages,  Uniform  Commercial  Code financing  statements,
fixture  filings or any other document  pursuant to which the Borrower grants to
the Agent a security  interest in or lien on its interest in (A) the  Equipment,
(B)  the  GHS  Real  Property,  (B) the  GHS  Buildings,  (C) the GHS  Leasehold
Interests,  (D) certain personal  property located on or used in connection with
the GHS Real Property, the GHS Buildings and the GHS Leasehold Interests and (E)
the FRG Properties (such property  collectively,  the "Acquired  Property"),  or
pursuant to which any such security interest is perfected,  (ii) any third party
consents  relating to the  granting  of a security  interest to the Agent in the
Acquired  Property,  or (iii) any filing  with  respect  to any of the  Acquired
Property consisting of intellectual  property,  provided that in each such case,
the Borrower is hereby required to deliver any and all documentation referred to
in clauses (i), (ii) and (iii) above within 90 days of the date hereof.

                  Section 4.  Limited  Waiver of  Defaults or Events of Default.
Subject to the terms and conditions  set forth herein,  the Agent and the Banks,
as of the date  hereof,  hereby  waive any Default or Event of Default  that has
occurred as of the date hereof or that shall occur, solely as a result of any of
the following:

                           (a) Financial Covenants.  The failure of the Borrower
to maintain the  financial  covenants set forth in Sections  7.1(b),  7.1(d) and
7.1(e) of the Credit Agreement to and including December 30, 1997.

                           (b) Notice of Default or  Litigation.  The failure of
the Borrower to give notice (prior to the date hereof) to the Agent, pursuant to
Sections 6.1(g)(ii),  6.1(g)(iv) and 6.1(g)(vi) of the Credit Agreement,  within
one  Business  Day after an  Authorized  Officer  obtained  knowledge of (i) the
occurrence  of a  material  default  or event of  default  under  any of the BEP
Franchisor  Agreements  that could  reasonably  be  expected  to have a Material
Adverse  Effect,  arising  solely as a result of BEP's  failure  to comply  with
certain  filing  requirements  under  applicable  franchising  laws and (ii) the
existence of any pending or threatened
                                       10
<PAGE>
litigation  against  BEP that could  reasonably  be  expected to have a Material
Adverse Effect, arising solely in connection with the BEP Franchisor Agreements.

                           (c)  Compliance  with  Laws.  The  failure  of BEP to
comply with all applicable laws pursuant to Section 6.6 of the Credit Agreement,
solely  as a result of BEP's  failure  prior to the date  hereof to comply  with
certain filing  requirements  under applicable  franchising laws with respect to
the BEP Franchises.

                           (d) Asset  Dispositions.  The failure of the Borrower
to comply with the terms and  conditions  of Sections  2.13(a) and 7.5(c) of the
Credit  Agreement as a result of the Borrower's  sale of its leasehold  interest
in, and its interest in the  equipment  located on the premises of, 1905 Preston
Road, Plano, Texas.

                  Section 5. Conditions to  Effectiveness  of this Consent.  The
effectiveness  of this Consent is subject to the  satisfaction  of the following
conditions precedent:

                           (a)  Consent.  This  Consent  shall  have  been  duly
executed and delivered by each of the parties hereto.

                           (b) Proceeds.  The Banks shall have received proceeds
from the respective sales referred to herein in an aggregate principal amount of
at least $24,500,000,  to be applied in accordance with the terms and conditions
hereof.

                           (c)  Subordinated Promissory Note.  The holder of the
Subordinated  Promissory Note shall have effected an amendment  substantially in
the form of Exhibit A hereto.

                           (d)  Series B  Documentation.  The Agent  shall  have
approved  the form and  substance  of an  agreement  (which  agreement  has been
requested  by the Agent) to be executed by the  Borrower  and the holders of the
Series B  Subordinated  Notes,  relating to the  deferral of the payment to such
holders  (other than $15,000 in the  aggregate to Fred W. Martin and the Moffitt
Family Trust) due on September 30, 1997 until March 31, 1998.

                           (e)  Settlement.  The Borrower  shall have effected a
settlement  agreement  in the form of  Exhibit B hereto with respect its lawsuit
against
                                       11
<PAGE>
Beck Holdings, Inc. (formerly known as BEP Holdings, Inc.) and Unigate Holdings,
NV.

                           (f) Legal  Opinion.  The Agent shall have  received a
legal  opinion,  dated  the date  hereof,  from  O'Connor,  Cavanagh,  Anderson,
Killingsworth & Beshears,  counsel to the Borrower and its  Subsidiaries,  as to
the matters  referred to in this Consent and such other  matters as requested by
the Agent,  which legal opinion shall be in form and substance  satisfactory  to
the Agent.

                           (g)  Officer's  Certificate.  The  Agent  shall  have
received a certificate of an Authorized Officer of the Borrower certifying as to
the matters set forth in Sections 6(a) and 6(b) of this Consent.

                           (h) Transaction  Documentation.  The Agent shall have
approved  the form and  substance  of each of the  definitive  agreements  to be
executed  by  the  Borrower  in  connection   with  each  of  the   transactions
contemplated by Section 3 of this Consent.

                           (i) Additional Matters. The Agent shall have received
such other  certificates,  opinions,  documents and instruments  relating to the
transactions  contemplated hereby as may have been requested by the Agent or any
Bank, in each case, in form and substance satisfactory to the Agent.

                  Section  6.  Representations  and  Warranties.   The  Borrower
represents and warrants to the Agent and the Banks, as of the date hereof,  that
both before and after giving effect to this Consent:


                           (a) no Default or Event of  Default  (other  than any
Default or Event of Default  waived  pursuant to the terms  hereof) has occurred
and is continuing; and

                           (b)  all  of  the   representations   and  warranties
contained in the Credit  Agreement and in the other Loan  Documents  (other than
those that expressly speak only as of a different date) are true and correct.

                  Section 7.  Miscellaneous.
                                       12
<PAGE>
                           (a) Effect;  Ratification.  The amendments,  consents
and waivers set forth  herein are  effective  solely for the  purposes set forth
herein and shall be limited precisely as written, and shall not be deemed to (i)
be a consent  to any  amendment,  consent or  modification  of any other term or
condition  of the  Credit  Agreement  or of any other  instrument  or  agreement
referred to therein;  or (ii)  prejudice  any right or remedy which the Agent or
the Banks may now have or may have in the future under or in connection with the
Credit Agreement or any other instrument or agreement referred to therein.  Each
reference in the Credit Agreement to "this Amended Credit Agreement",  "herein",
"hereof" and words of like import and each reference in the other Loan Documents
to the "Agreement" or the "Credit  Agreement" shall mean the Credit Agreement as
amended  hereby.  This Consent shall be construed in connection with and as part
of the Credit Agreement and all terms, conditions, representations,  warranties,
covenants  and  agreements  set forth in the  Credit  Agreement  and each  other
instrument or agreement referred to therein, except as herein amended or waived,
are hereby ratified and confirmed and shall remain in full force and effect.

                           (b)  Loan Documents.  This Consent is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise  expressly
indicated herein) be construed,  administered and applied in accordance with the
terms and provisions thereof.

                           (c) Costs, Fees and Expenses.  The Borrower agrees to
pay all costs, fees and expenses  (including the reasonable fees and expenses of
counsel to the Agent) incurred in connection with the preparation, execution and
delivery of this Consent as required pursuant to the Credit Agreement.

                           (d) Headings Descriptive. The headings of the several
Sections and Subsections of this Consent are inserted for  convenience  only and
shall not in any way affect the meaning or construction of any provision or term
of this Consent.

                           (e) Counterparts. This Consent may be executed in any
number of counterparts,  each such counterpart  constituting an original and all
of which when taken together shall constitute one and the same instrument.

                           (f)  Severability.  Any  provision  contained in this
Consent  that  is  held  to be  inoperative,  unenforceable  or  invalid  in any
jurisdiction  shall, as to that jurisdiction,  be inoperative,  unenforceable or
invalid without affecting the
                                       13
<PAGE>
remaining  provisions  of this Consent in that  jurisdiction  or the  operation,
enforceability or validity of such provision in any other jurisdiction.

                           (g) GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY,
AND  CONSTRUED  AND  INTERPRETED  IN ACCORDANCE  WITH,  THE INTERNAL LAWS OF THE
STATE OF ILLINOIS.

                           (h) WAIVER OF TRIAL BY JURY. TO THE EXTENT  PERMITTED
BY APPLICABLE  LAW, EACH OF THE PARTIES  HERETO  HEREBY  IRREVOCABLY  WAIVES ALL
RIGHT OF TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR IN  CONNECTION  WITH THIS  CONSENT OR ANY OTHER LOAN  DOCUMENT  OR ANY MATTER
ARISING HEREUNDER OR THEREUNDER.
                                     * * * *
                                       14
<PAGE>
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Consent to be executed by their  respective duly  authorized  officers as of the
date first written above.


                                        DEN AMERICA CORP.


                                        By: /s/ T S Brown
                                           -------------------------------
                                        Name: Todd Brown
                                        Its:  CFO


                                        BANQUE PARIBAS,
                                        individually and as Agent


                                        By: /s/ Peter Toal
                                           -------------------------------
                                        Name: PETER TOAL
                                        Its: MANAGING DIRECTOR


                                        By: /s/ Clark C. King
                                           -------------------------------
                                        Name: CLARK C. KING III
                                        Its: DIRECTOR


                                        FIRST SOURCE FINANCIAL LLP
                                        By First Source Financial, Inc.
                                        Its Agent/Manager


                                        By: /s/ James W. Wilson
                                           -------------------------------
                                        Name: James W. Wilson
                                        Its:  Senior Vice President
<PAGE>


                                        LASALLE NATIONAL BANK



                                        By: /s/ Mark E. McCauley
                                           -------------------------------
                                        Name: Mark E. McCauley
                                        Its:  S.V.P.



                                        PILGRIM AMERICAN PRIME RATE
                                        TRUST



                                        By: /s/ Daniel A. Norman
                                           -------------------------------
                                        Name: DANIEL A. NORMAN
                                        Its:  SENIOR VICE PRESIDENT



                                        KZH-SOLEIL CORPORATION



                                        By: /s/ Virginia R. Conway
                                           -------------------------------
                                        Name: Virginia R. Conway
                                        Its:  Authorized Agent