THIS  DEBENTURE IS SUBJECT TO THE  PROVISIONS OF THE  CNL/PARIBAS  INTERCREDITOR
AGREEMENT OF EVEN DATE HEREWITH BETWEEN BANQUE PARIBAS, AS AGENT, AND THE HOLDER
OF THIS DEBENTURE.

THIS DEBENTURE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND IS
NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS  SPECIFIED IN SECTION 14 OF THE LOAN
AND SECURITY AGREEMENT REFERRED TO HEREIN.


                                DENAMERICA CORP.
                               Scottsdale, Arizona
                               September 30, 1997


                   5-YEAR 5% CONVERTIBLE REDEEMABLE DEBENTURE


         DENAMERICA  CORP., a Georgia  corporation  (the  "Corporation"),  whose
address is 7373 North Scottsdale Road, Suite D-120,  Scottsdale,  Arizona 85253,
for value received,  promises to pay to the order of 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,  or registered  assigns,
the  principal  sum of FOUR  MILLION FOUR  HUNDRED  THOUSAND AND NO/100  DOLLARS
($4,400,000.00),  and to pay interest on such  principal sum at the rate of five
percent (5%) per annum  quarterly on the 30th day of December,  March,  June and
September of each year, computed from the date first written above.

         This  Debenture  is being  delivered  pursuant to that certain Loan and
Security Agreement entered into as of the 30th day of September, 1997 (the "Loan
and  Security   Agreement"),   by  and  between   DenAmerica  Corp.,  a  Georgia
corporation;  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,  Denglass  Restaurants  Real Estate Joint
Venture, a Florida general  partnership,  Denwest Foods, Ltd., a Florida limited
partnership, and Denwest Foods II, Ltd., a Florida limited partnership; MidSouth
Foods,  I, Ltd., a Florida limited  partnership;  and MidSouth Foods II, Ltd., a
Florida limited partnership.

         If any payment of interest due  hereunder  becomes due and payable on a
day which is not a Business Day (as defined in the Loan and Security Agreement),
the due date thereof  shall be the next  preceding  day which is a Business Day,
and the  interest  payable  on such  next  preceding  Business  Day shall be the
interest which would otherwise have been payable on the due date which was not a
Business Day.
<PAGE>
         Payments of principal and interest shall be made in lawful money of the
United States of America at 400 East South Street,  Suite 500, Orlando,  Florida
32801,  or at such other place as the holder  hereof shall have  designated  for
such purpose to the Corporation in writing,  and may be paid by check mailed, or
shall  be made by wire  transfer,  all as  provided  in the  Loan  and  Security
Agreement,  to the address or account  designated  by the holder hereof for such
purpose.

         The  Corporation  and the holder of this  Debenture  are subject to the
provisions  of, and are  entitled  to the  benefits  of,  the Loan and  Security
Agreement.  In addition,  this Debenture is transferable only upon the terms and
conditions specified in the Loan and Security Agreement.

         In case an Event  of  Default  (as  defined  in the  Loan and  Security
Agreement) shall occur and be continuing, the principal of this Debenture may be
declared due and payable in the manner and with the effect  provided in the Loan
and Security Agreement.

         No reference herein to the Loan and Security Agreement and no provision
hereof or thereof shall alter or impair the obligation of the Corporation, which
is absolute and  unconditional,  to pay the principal hereof and interest hereon
at the respective times and places specified herein and in the Loan and Security
Agreement.

         This Debenture  shall be construed and enforced in accordance  with and
governed by the laws of the State of Florida  (other  than any  conflict of laws
rules  which  might  result  in  the  application  of  the  laws  of  any  other
jurisdiction).

         IN WITNESS  WHEREOF,  a duly authorized  officer of the Corporation has
executed this Debenture as of the date first written above.


                                             DENAMERICA CORP., a Georgia
                                             corporation


                                             By:  /s/ Robert J. Gentz
                                                ----------------------------
                                             Name:  Robert J. Gentz
                                                  --------------------------
                                             Title: Sr. Vice President
                                                   -------------------------
                                       2
<PAGE>
STATE OF ARIZONA
COUNTY OF Maricopa

         The foregoing  instrument was  acknowledged  before me this 30th day of
September,  1997,  by Robert J. Gentz,  as the Sr. vice  President of DENAMERICA
CORP., a Georgia  corporation,  on behalf of the corporation,  who is personally
known to me or has produced Florida DL # G532-770-49-415-0 as identification.

                                        /s/ Nancy G. Houston
                                        -----------------------------------
(NOTARY SEAL)                           Notary Public, State of Arizona
                                        Name: Nancy G. Houston
         OFFICIAL SEAL                  Notary Commission No. _____________
        NANCY G. HOUSTON                My Commission Expires: 7-20-2000
NOTARY  PUBLIC - STATE OF ARIZONA
        MARICOPA COUNTY
   My Comm. Expires 7/20/00
                                        3