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


                  This  AMENDMENT  AND  LIMITED  WAIVER  (this  "Amendment")  is
entered into as of March 25, 1998 among DenAmerica Corp., a Georgia  corporation
(the  "Borrower"),  the Banks (as hereinafter  defined) and Banque  Paribas,  as
Agent.

                                    RECITALS
                                    --------

                  WHEREAS,   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, as further  modified by that certain  Limited Waiver,
dated as of August 21, 1997 and as further  amended and modified by that certain
Amendment  and Limited  Consent and Waiver,  dated as of September 30, 1997 (the
"September 1997 Amendment") (as amended or modified prior to the date hereof, as
amended and modified  hereby and as further  amended,  supplemented  or modified
hereafter from time to time, the "Credit Agreement"); and

                  WHEREAS,  Borrower has requested  that the Agent and the Banks
amend,  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
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  Used in this  Amendment.  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 Credit Agreement.  Subject to the
terms and conditions set forth herein, the Credit Agreement is hereby amended as
follows:

                           (a)  Amendments  to  Definitions.  Section 1.1 of the
         Credit Agreement is hereby amended by:

                           (i) deleting the defined terms "Olajuwon  Associates,
                  L.L.C."  and  "Olajuwon  Deferred  Purchase  Price"  in  their
                  entirety as they appear in such Section;

                           (ii) inserting the parenthetical  "(together with all
                  schedules  and  exhibits to this  Amended  Credit  Agreement)"
                  immediately after the words "this Amended Credit Agreement" as
                  they  appear  in the  first  line  of the defined  term  "Loan
                  Documents" contained in such Section;

                           (iii)  amending and  restating the defined term "Term
                  Loan Maturity Date" in its entirety to read as follows:  "Term
                  Loan Maturity Date" shall mean June 30, 1998."

                           (iv) adding to such Section,  in proper  alphabetical
                  order the following new defined terms:

                                  "Asset Purchase  Agreement" means that certain
                         Asset Purchase Agreement, dated as of January 27, 1998,
                         among Olajuwon Holdings, Inc., Akinola Olajuwon and the
                         Borrower, as amended by that certain First Amendment to
                         Asset Purchase  Agreement,  dated as of March 16, 1998,
                         in the form set forth in Schedule A attached hereto.

                                  "CNL Equipment" means certain  equipment owned
                         by  the   Borrower   and  located  at  the   properties
                         identified on Schedule B hereto.
                                       2
<PAGE>
                                  "CNL  Loan  Agreement"  means  the  collective
                         reference to (i) that certain Balloon  Promissory Note,
                         dated as of October 1, 1997 in the principal  amount of
                         $8,725,000   by  Borrower  in  favor  of  CNL  American
                         Properties  Fund, Inc. ("CNL  American"),  set forth in
                         Schedule C attached  hereto,  (ii) that certain Balloon
                         Promissory  Note,  dated as of  October  1, 1997 in the
                         principal  amount of $4,500,000 by Borrower in favor of
                         CNL American,  set forth in Schedule D attached hereto,
                         (iii)  that  certain  Security  Agreement,  dated as of
                         October 1, 1997 between Borrower and CNL American,  set
                         forth in Schedule E attached hereto,  (iv) that certain
                         Security Agreement, dated as of October 1, 1997 between
                         Borrower  and CNL  American,  set forth in  Schedule  F
                         attached  hereto,   (v)  that  certain   Assignment  of
                         Warranties,  dated as of October 1, 1997 by Borrower in
                         favor of CNL American, set forth in Schedule G attached
                         hereto and (vi) that certain  Assignment of Warranties,
                         dated as of October 1, 1997 by Borrower in favor of CNL
                         American, set forth in Schedule H attached hereto.

                                  "Olajuwon    Notes"   means   the   collective
                         reference  to (i) that certain  promissory  note in the
                         maximum  principal  amount of $1,800,000 in the form of
                         Schedule  I  attached  hereto   delivered  by  Olajuwon
                         Holdings,  Inc.  to  Borrower  and  (ii)  that  certain
                         promissory  note in the  maximum  principal  amount  of
                         $1,700,000  in the form of  Schedule J attached  hereto
                         delivered by Olajuwon  Holdings,  Inc. to Borrower,  in
                         each case,  as partial  consideration  for the Olajuwon
                         Sale.

                                  "Olajuwon  Sale"  means  the sale to  Olajuwon
                         Holdings,  Inc. of the  Borrower's  rights in, title to
                         and  interest in the Olajuwon  Stores,  pursuant to the
                         terms and conditions set forth in
                                        3

<PAGE>
                         the   Asset  Purchase  Agreement   and   the   Sublease
                         Agreement.

                                  "Olajuwon  Stores"  means  the 71  restaurants
                         described in Schedule K attached hereto.

                                  "Sublease   Agreement"  means  the  collective
                         reference   to  (i)  that   certain   Master   Sublease
                         Agreement,  dated  as of March  25,  1998  between  the
                         Borrower and Olajuwon  Holdings,  Inc., in the form set
                         forth in Schedule L hereto and (ii) that certain  Lease
                         Assignment  Agreement,  dated  as  of  March  25,  1998
                         between the Borrower and Olajuwon  Holdings,  Inc.,  in
                         the form set forth in Schedule M hereto.

                                  "Wyoming  Note" means that certain  promissory
                         note in the maximum  principal  amount of $400,000,  in
                         the form of Schedule N attached hereto.

                                  "Wyoming  Sale"  means  the  sale to  Cimarron
                         Management  Company,  Inc. of the Borrower's rights in,
                         title to and interest in the Wyoming  Stores,  pursuant
                         to the terms and  conditions  set forth in the  Wyoming
                         Sale Agreement.

                                  "Wyoming  Sale  Agreement"   means  the  Asset
                         Purchase  Agreement,  dated as of  September  26,  1997
                         among Cimarron  Management  Company,  Inc.,  Valgene E.
                         Christensen,  Joan J. Christensen and the Borrower,  as
                         amended  by  the  Amendment  No.  1 to  Asset  Purchase
                         Agreement,  dated as of March 11, 1998, in the form set
                         forth in Schedule O attached hereto.

                                  "Wyoming   Stores"  means  the  5  restaurants
                         described in Schedule P attached hereto.
                                        4
<PAGE>
                           (b)  Repayment  of  Term  Loans.  Section  2.1 of the
         Credit  Agreement  is hereby  amended by  amending  and  restating  the
         Payment  Dates and  installment  amounts,  in their  entirety,  as they
         appear in such Section to read as follows:


Payment Dates occurring                               Amount of Installment
-----------------------                               ---------------------
between the following dates
---------------------------
June 30, 1996 through                                 $833,333
and including December
31, 1996

January 1, 1997 through                               $1,375,000
and including December
31, 1997

June 30, 1998                                         The remaining  outstanding
                                                      principal  balance of  the
                                                      Term Loans

                           (c) Mandatory Prepayments. Section 2.13 of the Credit
         Agreement is hereby amended by:

                                  (i) amending and  restating,  in its entirety,
                          clause  (iv)  of  subsection  (a)  thereof  to read as
                          follows:

                                  (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 Sale as follows:  first,
                          to prepay  the Term  Loans,  in the  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  $8,250,000,
                          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 there under,
                          provided, however, no such prepayment 
                                       5
<PAGE>
                          shall  be made if the  amount  necessary  to pay  such
                          Subordinated   Promissory   Note   in   full   exceeds
                          $13,350,000,  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; and

                            (ii)  adding  the   following   new  clause  (v)  to
          subsection (a) thereof:

                                  (v) 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 Wyoming Sale as follows: first,
                          to prepay the  outstanding  amount of principal on the
                          Term Loans,  in the inverse  order of  maturity,  in a
                          principal amount equal to $300,000 and second,  to pay
                          certain  accounts  payable  allocated  to the  Wyoming
                          Stores, in an aggregate amount not exceeding $400,000.

                            (iii) adding thereto a new subsection (h) to read as
          follows:

                                  (h) For each  calendar  year in  which  one or
                          more  payments of  principal or interest are  received
                          by Borrower or any of its  Subsidiaries on the Wyoming
                          Note  or any of the  Olajuwon  Notes,  Borrower  shall
                          apply  such  amounts  on the date  such  payments  are
                          received as follows:  first, to prepay the outstanding
                          amount of principal on the Term Loans pro rata, in the
                          inverse order of maturity, and second,  to  prepay the
                          Revolving Loans
                                        6
<PAGE>
                           until such Revolving  Loans shall have been repaid in
                           full,  together  with  accrued  and  unpaid  interest
                           thereon.

                           (d) Indebtedness. Section 7.2 of the Credit Agreement
         is hereby  amended by (i)  deleting the word "and" as it appears at the
         end of subsection  (g) thereof,  (ii) deleting the period as it appears
         at the end of subsection (h) thereof,  and replacing such period with a
         semicolon and the word "and" and (iii)  inserting a new  subsection (i)
         to read as follows:

                           (i) Indebtedness  under the CNL Loan Agreement,  less
                           the amount of any repayment, prepayment or redemption
                           of any such Indebtedness.

                           (e) Liens.  Section  7.3 of the Credit  Agreement  is
         hereby  amended by (i) deleting the word "and" as it appears at the end
         of  subsection  (h) thereof,  (ii) deleting the period as it appears at
         the end of subsection  (i) thereof,  and  replacing  such period with a
         semicolon and the word "and" and (iii)  inserting a new  subsection (j)
         to read as follows:

                           (j) Liens granted to CNL American  under the CNL Loan
                           Agreement  to  secure  the   Borrower's   obligations
                           thereunder   and  which  are   limited   to  the  CNL
                           Equipment.

                           (f)  Restrictions  on  Fundamental  Changes.  Section
         7.4(b) of the  Credit  Agreement  is hereby  amended  by  deleting  the
         parenthetical  "(other  than the Olajuwon  Associates,  L.L.C.)" in its
         entirety as it appears in subsection (iii) thereof.

                           (g) Asset  Dispositions.  Section  7.5 of the  Credit
         Agreement is hereby amended by deleting the words "Olajuwon Associates,
         L.L.C."  contained in  subsection  (i) thereof in their  entirety,  and
         replacing such words with "Olajuwon Sale and the Wyoming Sale."

                           (h) Contingent Obligations. Section 7.6 of the Credit
         Agreement  is  hereby  amended  by (i)  deleting  the word  "and" as it
         appears at the end of subsection (a) thereof,  (ii) deleting the period
         as it appears and the end of  subsection  (b) thereof and  replacing it
         with a semicolon and (iii) adding  thereto the following new subsection
         (c):
                                        7
<PAGE>
                           (c)   Contingent   Obligations   comprised   of   the
                  Borrower's   continuing   obligations  under  (i)  the  leases
                  described in the Sublease Agreement, (ii) Section 16(b) of the
                  Asset Purchase Agreement and (iii) Section 13.1 of the Wyoming
                  Sale Agreement.

                           (i) Investments.  Section 7.8 of the Credit Agreement
         is hereby  amended by amending and restating  subsection (k) thereof in
         its entirety to read as follows:

                           (k) moneys  owed to Borrower  under the Wyoming  Note
                           and each of the Olajuwon Notes.

                  Section 3.  Release of Liens.  (i) Subject  to, and  effective
upon, the  consummation of the Wyoming Sale, the Agent, for itself and the Banks
and their respective successors and assigns,  hereby releases and terminates all
Liens in the Wyoming Stores granted by Borrower or any Subsidiary of Borrower in
favor of the Agent pursuant to any Security Document.

                           (ii) Subject to, and effective upon, the consummation
of the Olajuwon Sale, the Agent,  for itself and the Banks and their  respective
successors and assigns, hereby releases and terminates all Liens in the Olajuwon
Stores  granted by Borrower or any  Subsidiary of Borrower in favor of the Agent
pursuant to any Security Document.

                  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, solely as a result of any of the following:

                           (a) Financial  Covenants.  The failure of Borrower to
         comply  with the  financial  covenants  set forth in  Sections  7.1(a),
         7.1(b),  7.1(c),  7.1(d)  7.1(e),  7.1(j)  and  7.2(f)  of  the  Credit
         Agreement to and including December 31, 1997.

                           (b) Indebtedness and Liens.  The failure of  Borrower
         to comply with the negative covenants set forth in Sections 7.2 and 7.3
         of
                                        8
<PAGE>
         the Credit  Agreement  as  a  result  of  Borrower  entering  into  the
         transactions contemplated by the CNL Loan Agreement.

                           (c) Notice of Default or  Litigation.  The failure of
         Borrower  to give  notice  (prior  to the date  hereof)  to the  Agent,
         pursuant  to  Section  6.1(g)(i)  of the Credit  Agreement,  within one
         Business  Day after an  Authorized  Officer  obtained  knowledge of the
         occurrence of a Default or Event of Default arising from (i) Borrower's
         failure to comply  with the  covenants  set forth in  Sections  7.1(a),
         7.1(b), 7.1(c), 7.1(d), 7.1(e), 7.1(j), 7.2(f)) of the Credit Agreement
         through and including  December 31, 1997 and (ii) Borrower's failure to
         comply  with  the  covenants  set  forth in  Sections  7.2 and 7.3 with
         respect to the transactions contemplated by the CNL Loan Agreement.

                           (d) Security  Documents  relating to  September  1997
         Amendment.  The failure of  Borrower to deliver to the Agent  within 90
         days of the closing date of the September 1997  Amendment,  each of the
         documents required to be delivered by Borrower pursuant to Section 3(o)
         of the September 1997 Amendment;  provided,  however, that in the event
         that  Borrower  shall fail to deliver all of such  documents  within 30
         days from the date  hereof,  the Agent  shall have the right to declare
         such  Default  or Event  of  Default  reinstated  as of the date of the
         September 1997 Amendment.

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

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

                           (b)  Proceeds.  The Agent shall have received for the
         benefit of the Banks,  (i) coterminous,  with the  effectiveness of the
         Wyoming  Sale,  cash  proceeds  from the Wyoming  Sale in an  aggregate
         principal amount of at least $300,000, to be applied in accordance with
         the terms and conditions of the Credit Agreement, as amended hereby and
         (ii)  coterminous,  with the  effectiveness  of the Olajuwon Sale, cash
         proceeds from the Olajuwon Sale in an aggregate principal amount of at
                                        9
<PAGE>
         least  $8,250,000,  to be  applied  in  accordance  with the  terms and
         conditions of the Credit Agreement, as amended hereby.

                           (c)  Transaction   Documents  for  Wyoming  Sale  and
         Olajuwon  Sale. The Agent shall have approved the form and substance of
         (i) the Wyoming Sale  Agreement and the Wyoming Note and (ii) the Asset
         Purchase  Agreement,  the Sublease  Agreement  and each of the Olajuwon
         Notes.

                           (d) Delivery of Notes.  Borrower  shall have executed
         and  delivered  to the Agent the Wyoming  Note and each of the Olajuwon
         Notes,  together with proper  endorsements  in a form acceptable to the
         Agent.

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

                           (f) CNL Transactions. By their signatures hereto, the
         parties hereto agree and acknowledge  that the consents  granted by the
         Agent and the Banks  pursuant  to the  September  1997  Amendment  with
         respect to the CNL  Equipment  Financing  (as defined in the  September
         1997  Amendment),  and the sale by Borrower of certain of its  personal
         property to CNL Maryland (as defined in the September  1997  Amendment)
         are no longer effective.

                           (g) 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.    Borrower
represents,  warrants and  covenants to the Agent and the Banks that both before
and after giving effect to this Amendment:

                           (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;
                                       10
<PAGE>
                           (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;

                           (c)   No   order,   consent,    approval,    license,
         authorization,  or validation of, or filing,  recording or registration
         with, or exemption by, any Person, including,  without limitation,  any
         governmental or public body or authority,  or any subdivision  thereof,
         that has not been obtained, is required to authorize, or is required in
         connection  with (i) the  execution  and  delivery  by Borrower of this
         Amendment and the performance by Borrower of its obligations  hereunder
         (except as set forth in item 1 of Annex 1 hereto),  (ii) the  execution
         and  delivery  by  Borrower  of any of the  documents  relating  to the
         Wyoming Sale or the Olajuwon Sale and the performance by Borrower of it
         obligations  thereunder  (except  as set forth on Annex 1  hereto),  or
         (iii) the  conveyance  by  Borrower  of the  assets to be  conveyed  in
         connection  with the  Olajuwon  Sale or the Wyoming Sale (except as set
         forth on Annex 1 hereto); and

                           (d) No  liabilities,  direct or contingent,  shall be
         retained or assumed by Borrower  in  connection  with or as a result of
         the Olajuwon  Sale or the Wyoming  Sale,  except (i) in the case of the
         Olajuwon Sale, Borrower's  continuing  obligations under (A) the leases
         described in the Sublease Agreement,  (B) the Sublease  Agreement,  (C)
         Sections 2.3, 8, 16(b) and 20 of the Asset Purchase Agreement,  (D) the
         Post-Closing  Agreement,  dated as of January 27, 1998 between Borrower
         and  Olajuwon  Holdings,  Inc.,  a copy of which is attached  hereto as
         Annex 3 and (E) the Intercreditor and Subordination Agreement, dated as
         of March 25, 1998 among Borrower,  Olajuwon Holdings,  Inc., Akinola S.
         Olajuwon and Global Alliance Finance  Company,  L.L.C., a copy of which
         is attached hereto as Annex 4 and (ii) in the case of the Wyoming Sale,
         Borrower's  continuing  obligations under Sections 13.1 and 13.3 of the
         Wyoming Sale Agreement and under each of the lease agreements  relating
         to the Wyoming Stores.

                  Section 7.  Limited  Consent.  Notwithstanding  the terms  and
conditions  of Section 7.2 and 7.6 of the Credit  Agreement,  Borrower is hereby
permitted to enter into certain  substitution and put agreements  (collectively,
the "Put  Agreements") in connection with the CNL Improvement  Financing and the
CNL Fee Property Financing (as each such term is defined in the September
                                       11
<PAGE>
1997 Amendment), pursuant to which Borrower is required to purchase certain real
and personal property described in such Put Agreements  (collectively,  the "Put
Properties")  upon  the  occurrence  of  certain  events  described  in such Put
Agreements,  provided, that Borrower has the ability under the Put Agreements to
provide a comparable  property in substitution of any Put Property and provided,
further,  that the purchase price paid by Borrower for the Put Properties  shall
not exceed $4,000,000 in the aggregate.  By their signatures hereto, the parties
hereto  agree and  acknowledge  that the  consents  granted by the Agent and the
Banks pursuant to the September 1997 Amendment with respect to Borrower entering
into a  certain  substitution  and  put  agreement  relating  to the  properties
described on Schedule 3(n) thereto are no longer effective.

                  Section 8.  Miscellaneous.

                           (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
         instru ment 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 Agree ment as amended hereby.  This Amendment 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 Amendment 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.
                                       12
<PAGE>
                           (c) Costs, Fees and Expenses.  Borrower agrees to pay
         all reasonable 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  Amendment as  required
         pursuant to the Credit Agreement.

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

                           (e)  Counterparts.  This Amendment 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
         Amendment 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 remaining  provisions of
         this Amendment 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.
                                       13
<PAGE>
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed by their respective duly authorized  officers as of the
date first written above.

                                                DENAMERICA CORP.           
                                                
                                                
                                                By: /s/ Todd Brown
                                                   -----------------------------
                                                Name: Todd Brown
                                                Its: Vice President
                                                
                                                
                                                
                                                BANQUE PARIBAS,
                                                individually and as Agent
                                                
                                                
                                                By: /s/ Steven M. Heinen
                                                   -----------------------------
                                                Name: Steven M. Heinen
                                                Its: Director
                                                
                                                
                                                By: /s/ Brian F. Hewett
                                                   -----------------------------
                                                Name: Brian F. Hewett
                                                Its: Vice President
                                                
                                                
                                                
                                                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
                                       14
<PAGE>
                                           LASALLE NATIONAL BANK
                                           
                                           
                                           By: /s/ Stefano Robertson
                                              -----------------------------
                                           Name: Stefano Robertson
                                           Its: Commercial Loan Officer
                                           
                                           
                                           
                                           
                                           PILGRIM AMERICAN PRIME RATE
                                           TRUST
                                           By: Pilgrim America Investments, Inc.
                                           As its Investment Manager 
                                           By: /s/ D. Norman
                                              -----------------------------
                                           Name: D. Norman
                                           Its:  S V P
                                           
                                           
                                           
                                           KZH-SOLEIL CORPORATION
                                           
                                           
                                           By: /s/ Virginia Conway
                                              -----------------------------
                                           Name: Virginia Conway
                                           Its: Authorized Agent
                                       15