REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is made and
entered  into as of the 30th day of  September,  1997 by and between  DENAMERICA
CORP., a Georgia  corporation (the  "Corporation"),  whose address is 7373 North
Scottsdale Road, Suite D-120, Scottsdale,  Arizona 85253 and CNL GROWTH CORP., a
Florida  corporation,  as agent  for  Denwest  Foods,  Ltd,  a  Florida  limited
partnership,  and Denwest Foods II, Ltd., a Florida limited  partnership,  whose
address is 400 East South Street, Suite 500, Orlando, Florida 32801 (hereinafter
referred to in such capacity as the "Holder").

         Simultaneously  with the execution and delivery of this Agreement,  the
Corporation is issuing a Convertible  Debenture (the  "Debenture") to the Holder
in the principal amount of  $4,400,000.00  pursuant to the terms of that certain
Loan and  Security  Agreement  of even date  herewith  (the  "Loan and  Security
Agreement").  The  Convertible  Debenture  is  convertible  into  shares  of the
Corporation's  $.10 per share par value  common  stock (the  "Common  Stock") as
provided in the Loan and Security Agreement. The Corporation desires to grant to
the Holder the registration  rights set forth herein with respect to such shares
of common stock.

         NOW, THEREFORE, the parties hereby mutually agree as follows:

         1. Piggy-Back Registration Rights.

                  (a)  If  the  Corporation  proposes  at  any  time  to  file a
registration  statement on a general form for registration  under the Securities
Act of 1933,  as amended (the  "Securities  Act"),  and  relating to  securities
issued or to be issued by it, then it shall give written notice of such proposal
to the Holder.  If, within thirty (30) days after the giving of such notice, the
Holder shall  request in writing that all or any of the Common Stock owned by or
issuable  to the Holder upon  conversion  of the  Debenture  be included in such
proposed  registration,  the Corporation will also register such Common Stock as
shall have been requested in writing; provided, however, that:

                           (i) the Corporation  shall not be required to include
any of such securities if, by reason of such inclusion, the Corporation shall be
required to prepare and file a registration  statement on a form  promulgated by
the Securities and Exchange Commission different from that which the Corporation
otherwise would use;

                           (ii) the Holder shall  cooperate with the Corporation
in the  preparation  of such  registration  statement to the extent  required to
furnish information concerning the Holder; and
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                           (iii)  the  Corporation  shall  have the right at any
such time after it shall have given  written  notice  pursuant to this Section 1
(irrespective  of whether a written  request for  inclusion  of any Common Stock
shall  have  been  made) to elect  not to file  any such  proposed  registration
statement,  or to withdraw the same after the filing but prior to the  effective
date  thereof.  In such event,  the Holder  shall  retain any  remaining  demand
registration  rights  set forth in Section 2 hereof,  as well as the  piggy-back
registration rights set forth in this Section 1.

                  (b) (i) Notwithstanding the provisions of Section 1(a) hereof,
if in the written opinion of the Corporation's managing underwriter, if any, for
the offering contemplated by such registration  statement,  the inclusion of all
or a portion of the Common Stock  requested to be registered,  when added to the
securities  being  registered by the Corporation or any selling security holder,
will  exceed the maximum  amount of the  Corporation's  securities  which can be
marketed (i) at a price  reasonably  related to their then current market value,
or (ii) without otherwise  materially  adversely  affecting the entire offering,
then the Corporation may exclude from such offering all or a pro rata portion of
the  Common  Stock  requested  to be  registered  as  required  by the  managing
underwriter.

                           (ii) If  securities  are  proposed  to be offered for
sale pursuant to such  registration  statement by other security  holders of the
Corporation  and the total number of  securities to be offered by the Holder and
such other  selling  security  holders is required  to be reduced  pursuant to a
request from the managing  underwriter (which request shall be made only for the
reasons  and in the manner set forth  above) the  aggregate  number of shares of
Common Stock to be offered by the Holder pursuant to such registration statement
shall  equal the  number  which  bears the same ratio to the  maximum  number of
securities  that the  underwriter  believes  may be included for all the selling
security  holders  (including  the Holder) as the  original  number of shares of
Common  Stock  proposed  to be sold by the  Holder  bears to the total  original
number of securities  proposed to be offered by the Holder and the other selling
security holders.

                           (iii) If the Corporation exercises the rights granted
under this  Section  1(b),  then the Holder shall  retain any  remaining  demand
registration rights and piggy-back  registration rights for its Common Stock (to
the extent not registered) as set forth in Sections 1 and 2 hereof.

         2. Demand Registration Rights.

                  (a) In  addition  to the  registration  rights  set  forth  in
Section  1, the  Corporation  will,  upon the  written  request of the Holder (a
"Request"),  within a reasonable  period after receipt of such Request,  prepare
and file and take such reasonable steps as
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<PAGE>
may be required to have declared effective,  a registration  statement under the
Securities Act,  covering all, and not less than all, of the Common Stock issued
or issuable upon  conversion  of the Debenture by the Holder,  and in connection
therewith  shall  advise the  persons  entitled  thereto of their  rights  under
Section 1 hereof; provided, however, that:

                           (i) the Corporation may include any securities issued
or to be issued by the Corporation in such registration statement and may engage
such  underwriters or managing agents as it deems necessary or desirable for the
purpose of  purchasing or arranging  for the sale of the  securities  then being
offered by the Corporation under such registration statement;

                           (ii) the Holder shall  cooperate with the Corporation
in the  preparation  of such  registration  statement to the extent  required to
furnish information concerning the Holder;

                           (iii) the  Corporation  shall be  obligated to effect
only one such registration pursuant to this Section 2; and

                           (iv) if the Corporation shall furnish to the Holder a
certificate  signed by an officer  of the  Corporation  stating  that a Blackout
Period (as  defined  below) is in effect,  then the  Corporation  shall have the
right to defer the filing of a registration statement pursuant to this Section 2
during the term of such  Blackout  Period;  provided,  however,  that a Blackout
Period or Periods  shall not be in effect for more than four  months  during any
12-month  period.  The term "Blackout  Period" means any period (A) beginning on
the date on which the  Corporation  notifies  the  Holder  that (i) the Board of
Directors of the  Corporation,  in its good faith judgment,  has determined that
the Holder's sales of Common Stock pursuant to a registration  statement (or the
use of a registration  statement or related prospectus) would interfere with any
pending material acquisition,  material corporate  reorganization,  or any other
material corporate  transaction involving the Corporation or any subsidiaries of
the  Corporation (a  "Transaction  Blackout");  or (ii) based upon the advice of
outside counsel to the Corporation,  the Holder's sale of shares of Common Stock
pursuant to a registration  statement (or the use of a registration statement or
related  prospectus)  would require  disclosure of material  information and the
Corporation's Board of Directors,  in its reasonable judgment and in good faith,
resolves that the  Corporation  has a bona fide business  purpose for preserving
such information confidential (an "Information Blackout"); and (B) ending on the
date (1) in the case of a  Transaction  Blackout,  the earliest of (x) one month
after the completion of such  acquisition,  corporate  reorganization,  or other
similar  transaction,  (y)  promptly  after  abandonment  of  such  acquisition,
corporate reorganization, or other similar transaction and (z) 90 days after the
date of the Corporation's written notice of such Transaction  Blackout;  and (2)
in the case of an Information
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<PAGE>
Blackout,  the earlier of (x) the date upon which such material  information  is
disclosed  to the  public  or ceases to be  material  and (y) 90 days  after the
Corporation makes such good faith determination.

         3. Additional Terms.

                  (a) In connection with the filing of a registration  statement
pursuant to Sections 1 or 2 hereof, the Corporation shall:

                           (i) notify the Holder as to the filing thereof and of
all amendments  thereto filed prior to the effective  date of said  registration
statement;

                           (ii) notify the Holder  promptly  after it shall have
received notice of the time when the registration statement becomes effective or
any supplement to any prospectus  forming a part of the  registration  statement
has been filed;

                           (iii) prepare and file without  expense to the Holder
any  necessary  amendment  or  supplement  to  such  registration  statement  or
prospectus as may be necessary to comply with Section 10(a)(3) of the Securities
Act or advisable in connection with the proposed  distribution of the securities
by the Holder (but only during  such  period as the  Corporation  is required to
keep the registration statement effective);

                           (iv) use its  reasonable  best efforts to qualify the
Common Stock being so registered  for sale under the securities or blue sky laws
of such  reasonable  number of states as the Holder may designate in writing and
to register or obtain the approval of any federal or state  authority  which may
be required in connection with the proposed distribution,  except, in each case,
in  jurisdictions in which the Corporation must either qualify to do business or
file a general consent to service of process as a condition to the qualification
of such Common Stock;

                           (v) notify  the  Holder of any stop order  suspending
the  effectiveness  of the  registration  statement and use its reasonable  best
efforts to remove such stop order;

                           (vi)  undertake to keep such  registration  statement
and prospectus effective for a period of one hundred and twenty (120) days after
its effective date; and

                           (vii)  furnish  to the  Holder as soon as  available,
copies  of any  such  registration  statement  and  each  preliminary  or  final
prospectus and any supplement or amendment  required to be prepared  pursuant to
the foregoing  provisions  of Sections 1 and 2 hereof all in such  quantities as
the Holder may from time to time reasonably request.  Upon written request,  the
Corporation shall
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<PAGE>
also  furnish to the  Holder,  without  cost,  one set of the  exhibits  to such
registration statement.

                  (b) The Holder of the Common Stock registered under Sections 1
and  2  hereof  agrees  to  pay  all  applicable   underwriting   discounts  and
commissions,  brokerage  commissions,  transfer taxes,  and its own counsel fees
with  respect  to the  Common  Stock  owned  by it  and  being  registered.  The
Corporation  will  pay  all  other  costs  and  expenses  in  connection  with a
registration  statement  to be filed  pursuant to Section 1 and Section 2 hereof
including,  without  limitation,  the  fees  and  expenses  of  counsel  for the
Corporation,  the fees and expenses of its  accountants  and all other costs and
expenses  incident to the preparation,  printing and filing under the Securities
Act of any such registration  statement,  each prospectus and all amendments and
supplements  thereto, the costs incurred in connection with the qualification of
such Common  Stock for sale in a  reasonable  number of states as the Holder has
designated,  including fees and  disbursements  of counsel for the  Corporation,
registration  fees and the costs of supplying a  reasonable  number of copies of
the registration statement,  each preliminary  prospectus,  final prospectus and
any supplements or amendments thereto to the Holder.

                  (c) The Holder of the Common Stock  registered under Section 1
and 2 hereof  agrees to notify the  Corporation,  at any time when a  prospectus
relating to the Holder's  Common Stock  covered by a  registration  statement is
required to be delivered under the Securities Act, of the happening of any event
with  respect  to Holder as a result of which the  prospectus  included  in such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to make  the  statements  therein  not  misleading  in the  light  of
circumstances then existing.

                  (d) In the  event  of an  underwritten  public  offering,  the
Holder  participating  in such  underwriting  shall  enter into and  perform its
obligations  under  the  underwriting  agreement  for  such  offering,  and,  if
requested to do so by the underwriters managing such offering,  the Holder shall
enter into a customary holdback agreement.

                  (e)  Neither  the  giving of any  notice by the Holder nor the
making of any request for prospectuses  shall impose upon the Holder making such
request any obligation to sell any Common Stock.

                  (f) The Holder,  upon receipt of notice from the  Corporation,
upon the occurrence of an event which requires a post-effective amendment to the
registration statement or a supplement to the prospectus included therein, shall
promptly  discontinue  the sale of the Common Stock until it has received copies
of a  supplemented  or  amended  prospectus  from  the  Corporation,  which  the
Corporation shall provide as soon as practicable after such notice.
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<PAGE>
                  (g) Notwithstanding the provisions of Sections 1 and 2 hereof,
if all of the Common Stock held by the Holder or issuable upon conversion of the
Debenture  may be sold by the  Holder  in a  transaction  pursuant  to Rule  144
promulgated  under the  Securities  Act,  the Holder  shall not be  entitled  to
require the Corporation to register such securities pursuant to any registration
statement filed under the Securities Act.

         4.  Indemnification.  In  the  event  Common  Stock  is  included  in a
registration statement under this Agreement:

                  (a) The  Corporation  will  indemnify  and hold  harmless  the
Holder, the officers and directors of the Holder, any underwriter (as defined in
the Securities  Act) for such Holder and each person,  if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "1934 Act"),  against any losses,  claims,
damages,  or liabilities  (joint or several) to which such person or persons may
become subject under the Securities Act, the 1934 Act, or other federal or state
law,  insofar as such losses,  claims,  damages,  or liabilities  (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations  (collectively a "Violation"):  (i) any untrue statement
or alleged  untrue  statement of a material fact  contained in any  registration
statement,  including any preliminary  prospectus or final prospectus  contained
therein or any  amendments  or  supplements  thereto,  or (ii) the  omission  or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  and the Corporation
will  reimburse the Holder,  officer or director,  underwriter,  or  controlling
person for any legal or other  expenses  reasonably  incurred  by such person or
persons in connection  with  investigating  or defending  any such loss,  claim,
damage,  liability, or action;  provided,  however, that the indemnity agreement
contained in this Section 4 shall not apply to amounts paid in settlement of any
such loss, claim,  damage,  liability,  or action if such settlement is effected
without the consent of the  Corporation,  nor shall the Corporation be liable in
any such loss, claim, damage,  liability, or action to the extent that it arises
out of or is based upon (i) a Violation  which  occurs in  reliance  upon and in
conformity with written  information  furnished  expressly for use in connection
with such  registration by the Holder,  underwriter,  or controlling  person, or
(ii) the failure of the Holder,  underwriter, or controlling person to deliver a
copy of the  registration  statement or the  prospectus,  or any  amendments  or
supplements  thereto,  after the  Corporation  has furnished  such person with a
sufficient number of copies of the same.

                  (b)  The  Holder  will   indemnify   and  hold   harmless  the
Corporation,  each of its officers and directors,  and each person,  if any, who
controls  the  Corporation  within the meaning of the  Securities  Act,  and any
underwriter,  against any losses,  claims,  damages,  or  liabilities  (joint or
several) to which the Corporation
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<PAGE>
or any such officer, director, controlling person, or underwriter or controlling
person may  become  subject,  under the  Securities  Act,  the 1934 Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance upon and in conformity with written information furnished by the Holder
expressly  for use in  connection  with such  registration;  and the Holder will
reimburse any legal or other expenses  reasonably incurred by the Corporation or
any such officer,  director,  controlling  person,  underwriter  or  controlling
person,  in connection  with  investigating  or defending any such loss,  claim,
damage,  liability, or action;  provided,  however, that the indemnity agreement
contained in this Section 4 shall not apply to amounts paid in settlement of any
such loss, claim,  damage,  liability,  or action if such settlement is effected
without the consent of the Holder.

                  (c) Promptly after receipt by an indemnified  party under this
Section  4  of  notice  of  the  commencement  of  any  action   (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made  against any  indemnifying  party under this Section 4, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the  indemnified  party,  except that such fees and expenses shall be paid by
the  indemnifying  party  if  representation  of such  indemnified  party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or potential  differing  interests  between such indemnified party and any other
party  represented  by such counsel in such  proceeding.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement  of any such action,  if  prejudicial to its ability to defend such
action,   shall  relieve  such  indemnifying  party  of  any  liability  to  the
indemnified  party under this Section 4, but the omission so to deliver  written
notice to the  indemnifying  party will not relieve it of any liability  that it
may have to any indemnified party otherwise than under this Section 4.

                  (d) The indemnification  provided by this Section 4 shall be a
continuing right to indemnification  and shall survive the registration and sale
of any of the Common Stock  hereunder and the  expiration or termination of this
Agreement.

         5. Governing Law. This Agreement  shall be deemed to have been made and
delivered in the State of Florida and shall be
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governed as to validity,  interpretation,  construction, effect and in all other
respects by the internal laws of the State of Florida.

         6. Amendment.

                  This  Agreement  may only be amended  by a written  instrument
executed by each of the parties hereto.

         7. Entire Agreement.

                  This Agreement constitutes the entire agreement of the parties
hereto with  respect to the subject  matter  hereof,  and  supersedes  all prior
agreements and understandings of the parties,  oral and written, with respect to
the subject matter hereof.

         8. Execution of Counterparts.

                  This  Agreement  may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same documents.

         9. Notices.

                  All  notices,   requests,  demands  and  other  communications
hereunder  shall be in writing and shall be deemed duly given when  delivered by
hand or three (3) days after mailing by registered  or certified  mail,  postage
prepaid,  return receipt  requested,  to the parties'  respective  addresses set
forth on the first page of this  Agreement or such other  address as a party may
specify by written notice to the other party hereunder.

         10. Headings.

                  The  headings  contained  herein  are for the sole  purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the items or provisions of this Agreement.

         11. Binding Effect; Benefits.

                  This  Agreement  shall inure to the benefit of, and be binding
upon,  the parties hereto and their  respective  heirs,  legal  representatives,
successors and permitted assigns and to the holders of any Conversion Shares (as
such  term is  defined  in the  Loan and  Security  Agreement).  Nothing  herein
contained,  express or  implied,  is  intended  to confer any rights or remedies
under or by reason of this Agreement to any other person or entity.

         12. Severability.

                  Any  provision of this  Agreement  which is held by a court of
competent jurisdiction to be prohibited or unenforceable in any
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jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by
the parties hereto as of the date first above written.


                                        DENAMERICA CORP., a Georgia
                                        corporation


                                        By:  /s/ Robert J. Gentz
                                           -------------------------------
                                        Name:  Robert J. Gentz
                                             -----------------------------
                                        Title: Sr. Vice President
                                              ----------------------------



                                        CNL GROWTH CORP., a Florida
                                        corporation

                                        By:_______________________________
                                        Name:_____________________________
                                        Title:____________________________
                                      - 9 -