PROMISSORY NOTE
                                 (SUBORDINATED)

$7,700,000.00                                                Scottsdale, Arizona
                                                              September 30, 1997

         FOR  VALUE  RECEIVED,  the  undersigned,  DENAMERICA  CORP.,  a Georgia
corporation  ("Borrower"),  whose address is 7373 North  Scottsdale  Road, Suite
D-120,  Scottsdale,  Arizona  85253  promises  to pay to the order of CNL GROWTH
CORP.,  a Florida  corporation,  as agent for CNL Income & Growth Fund,  Ltd., a
Florida  limited  partnership,  CNL  Income & Growth  Fund II,  Ltd.,  a Florida
limited  partnership,  and Denglass  Restaurants  Real Estate Joint  Venture,  a
Florida  general  partnership,  (hereinafter  referred  to in such  capacity  as
"Agent")  whose  address is 400 E. South  Street,  Suite 500,  Orlando,  Florida
32801,  the principal  sum of Seven  Million  Seven Hundred  Thousand and No/100
Dollars ($7,700,000.00), together with interest at the rate of nine percent (9%)
per annum on the principal  balance from time to time remaining  unpaid from the
date first  written  above in lawful money of the United States of America which
shall be legal  tender  in  payment  of all debts at the time of  payment;  said
principal  and  interest  to be  paid  over a  term,  at the  times,  and in the
following manner:

         Borrower shall make forty (40) equal consecutive  quarterly payments of
         principal  and  interest  in the  amount  of Two  Hundred  Ninety-Three
         Thousand Nine-Hundred Sixty-Five and 82/100 Dollars ($293,965.82) which
         shall be due and payable on the 30th day of December,  March,  June and
         September  commencing on December 30, 1997 and  continuing  through and
         including September 30, 2007.

         Both principal and interest  hereunder  shall be payable at the offices
of Agent at 400 E. South Street,  Suite 500,  Orlando,  Florida 32801 or at such
other place,  either  within or without the State of Florida,  as Agent may from
time to time designate.

         Borrower  may prepay this Note in whole or in part at any time  without
any prepayment premium,  penalty or fee whatsoever.  Prepayments will be applied
to the principal balance of the loan in inverse order of maturity.

         If any  payment  is not made  within  ten (10) days  after the due date
hereunder,  whether  at its  stated  maturity,  by  acceleration  or  otherwise,
Borrower shall pay to Agent on demand a late charge equal to two percent (2%) of
the amount of such delinquent  payment plus interest on the principal  amount of
such  delinquent  payment  from the day when due  until the day when paid at the
lesser of fourteen percent (14%) per annum or the highest rate allowed by law.

         All payments made hereunder shall at Agent's option be applied first to
late  charges and other  charges due  hereunder  and under the Loan and Security
Agreement of even date herewith, then to interest and then to principal.
<PAGE>
         In no event shall the amount of  interest  due or payment in the nature
of interest  payable  hereunder  exceed the maximum rate of interest  allowed by
applicable  law, as amended from time to time, and in the event any such payment
is paid by Borrower or received by Agent, then such excess sum shall be credited
as a payment of principal,  unless Borrower shall notify Agent, in writing, that
Borrower elects to have such excess sum returned to it forthwith.

         This Note is secured by a Loan and Security Agreement,  UCC-1 Financing
Statements,  Leasehold  Mortgages and other loan documents executed by Borrower,
all of  even  date  herewith,  encumbering  certain  assets  of  Borrower,  more
particularly  described therein (the "Loan  Documents").  The Loan Documents set
forth terms and provisions which may constitute  grounds for acceleration of the
indebtedness  represented by this Note, and additional  remedies in the event of
default hereunder.

         If  default  be  made in the  payment  of any of the  sums or  interest
mentioned herein or in the Loan Documents, which default is not cured within ten
(10) days after  Borrower's  receipt of written notice of same from Agent, or if
default be made in the  performance  of or compliance  with any of the covenants
and conditions  contained herein or in the Loan Documents,  which default is not
cured within thirty (30) days after Borrower's receipt of written notice of same
from Agent (provided that if such default cannot reasonably be cured within such
thirty (30) day period, then Borrower shall have up to an additional thirty (30)
days to cure such  default as long as Borrower is  proceeding  at all times with
due diligence to cure such default),  then in any or all of such events,  at the
option of Agent, the entire amount of principal of this Note,  together with all
interest then accrued, shall become and be immediately due and payable,  without
further  notice or demand of any kind. In addition,  upon the  occurrence of any
such default, Agent shall have all other rights and remedies existing in Agent's
favor at law or in equity.  The rights and remedies of Agent as provided herein,
and at law and in equity, shall be cumulative and concurrent, and may be pursued
singularly,  successively or together,  at the sole discretion of Agent. Failure
on the  part of  Agent to  exercise  any  right  granted  herein  or in the Loan
Documents shall not constitute a waiver of such right or preclude the subsequent
exercise thereof.

         No payment  shall be made on account of  principal,  interest,  late or
other  charges   hereunder  upon  the  final  maturity  of  all  of  the  Senior
Indebtedness (as hereinafter defined) by lapse of time, acceleration,  demand or
otherwise, resulting from an Event of Default under Sections 8.1(a) or 8.1(e) of
the Credit  Agreement  (as  hereinafter  defined),  unless and until all amounts
thereof  and  interest  thereon  shall  first  be  paid  in  full.  The  "Senior
Indebtedness"  shall mean all "Obligations"  payable by Borrower as such term is
defined in that  certain  Credit  Agreement  dated as of  February  29, 1996 (as
amended,  modified,  supplemented  or  restated  from time to time,  the "Credit
Agreement")  among  Borrower,   the  banks  party  thereto  from  time  to  time
(collectively, the "Banks") and Banque Paribas, as agent for the Banks (together
with its  successors in such capacity  under the Credit  Agreement,  the "Senior
Agent").  Borrower  and  Agent  intend  for the  Banks  and  Senior  Agent to be
third-party
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<PAGE>
beneficiaries of the subordination  provisions contained in this paragraph.  The
subordination  provisions  contained  in this  paragraph  shall  not be  amended
without the prior written consent of Senior Agent.

         In the event  this Note is  placed  in the  hands of any  attorney  for
collection,  or in case Agent shall  become a party  either as  plaintiff  or as
defendant in any suit or legal proceeding in relation to the property  described
or the lien created in the Loan Documents,  or for the recovery or protection of
the  indebtedness  represented  by this Note, or the property  given as security
therefor,  Borrower  will  repay,  on  demand,  all costs and  expenses  arising
therefrom including, without limitation, reasonable attorney fees, together with
all attorney fees,  costs and expenses  incurred by Agent in connection with any
such  proceeding  including,  but not  limited  to,  any  bankruptcy  proceeding
involving  any  person  liable  hereunder  or any  person  who might now have or
hereafter acquire a record interest or other interest in the mortgaged property,
whether or not there exists any default hereunder,  including by way of example,
but without  limitation,  all attorney  fees,  costs,  and expenses  incurred in
connection  with  motions  for  relief  from the  automatic  stay  and  adequate
protection,  proofs of claim and  objections  thereto,  motions  to  dismiss  or
convert  bankruptcy  cases,  approval of disclosure  statements  and  objections
thereto,  confirmation  of  plans  of  reorganization  and  objections  thereto,
litigation  involving  preference and other avoidance  powers,  motions to value
collateral,  objections to the sale or use of collateral,  and any and all other
matters  pertaining  to any  bankruptcy  case  affecting  this  Note,  the  Loan
Documents or the enforcement  thereof,  together with interest on such costs and
expenses  until paid at the lesser of  fourteen  percent  (14%) per annum or the
highest rate allowed by law.

         The maker,  endorsers and guarantors hereof, if any, and all others who
may be or become  liable for all or any part of the  obligation  represented  by
this Note, severally waive presentment and demand for payment,  dishonor, notice
of  dishonor,  protest,  notice of protest and  non-payment,  and consent to any
number of renewals or extensions of time of payment hereof,  except as otherwise
may be provided in this Note or in the Loan and Security  Agreement  between the
parties of even date  herewith.  Any such  renewals or extensions of time may be
made  without  notice  to  any of  said  parties  and  without  affecting  their
liability.  In addition,  each maker,  endorser, or guarantor and all others who
may be or become  liable for all or any part of the  obligation  represented  by
this Note  agree  that  Agent may  without  notice,  and  without  regard to the
consideration,  if any, paid  therefor,  release or  substitute  any part of the
property  given as security for the  repayment of the  indebtedness  represented
hereby  without  releasing  any  other  property  given  as  security  for  such
indebtedness  or  may  release  any  person  liable  for  the  repayment  of the
indebtedness  represented hereby without releasing any other person obligated on
or for the repayment of the indebtedness represented by this Note.

         If and  whenever  this  Note  shall be  assigned  and  transferred,  or
negotiated,  the holder  hereof shall be deemed  "Agent" for all purposes  under
this Note.
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<PAGE>
         In any suit, action or proceeding concerning the rights and obligations
created  hereunder,  the  prevailing  party shall  recover its costs  (including
attorney fees at all levels of proceedings) from the non-prevailing party.

         The  loan  evidenced  hereby  has been  made,  and the  obligations  of
Borrower  hereunder are to be  performed,  in the State of Florida and this Note
shall be governed by and construed under the laws of such state. Borrower hereby
agrees  that the  jurisdiction  and  venue of any  action at law or in equity in
connection  with this Note may lie in a court of competent  jurisdiction  in and
for Orange County,  Florida and Borrower hereby irrevocably and  unconditionally
submits to the  nonexclusive  jurisdiction of any Florida court or federal court
of the United  States of America  sitting in Orlando,  Florida,  and any related
appellate court, and hereby irrevocably  waives, to the fullest extent permitted
by law,  the  defense of an  inconvenient  forum to the  maintenance  of such an
action in any such court.

         Wherever  possible each  provision of this Note shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Note shall be prohibited by or be invalid under such law, such
provision shall be ineffective to the extent of such  prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note.


                                           DENAMERICA CORP., a Georgia
                                           corporation

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

STATE OF ARIZONA
COUNTY OF Maricopa

         The foregoing  instrument was  acknowledged  before me this 30th day of
September,  1997 by Robert Gentz, as the  _______________________  of DENAMERICA
CORP., a Georgia corporation, on behalf of the corporation. He/she is personally
known to me or produced the following  identification:  Florida Driver License #
G532-770-49-415-0

                                             /s/ Nancy G. Houston
                                             --------------------------------
                                             Name:  Nancy G. Houston
         (NOTARY SEAL)                       Notary Public-State of Arizona
                                             Commission No.:_________________
         OFFICIAL SEAL                       My Commission Expires: 7/20/2000
       NANCY G. HOUSTON
NOTARY PUBLIC - STATE OF ARIZONA
       MARICOPA COUNTY
   My Comm. Expires 7/20/00
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