EXHIBIT
      10.5




EMPLOYMENT
      AGREEMENT







THIS
      EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on the 15th day of
      September, 2004 by and between CNL Restaurant Capital GP Corp. (f/k/a CNL
      Franchise Network GP Corp.), a Delaware corporation (the “Company”), and Michael
      T. Shepardson (“Executive”).




Preliminary
      Statement




WHEREAS,
      the Company is the general partner of CNL Restaurant Capital LP, a Delaware
      limited partnership ("Finco"); and




WHEREAS,
      the Company desires to employ or continue to employ Executive, and Executive
      desires to be employed by the Company; and




WHEREAS
      the Company and Executive desire to enter into this Agreement which sets forth
      the terms and conditions of Executive’s employment;




NOW,
      THEREFORE, in consideration of the mutual covenants set forth below, the Company
      and Executive agree as follows:




1.  Employment .
      The
      Company hereby employs Executive, and Executive agrees to serve the Company,
      on
      the terms and conditions set forth, below. Except as otherwise provided in
      this
      Agreement, Executive’s employment shall be subject to the employment policies
      and practices of the Company in effect from time to time during the Term of
      Executive’s employment.




2.  Term
      of Agreement .
      The
      term of Executive’s employment pursuant to this Agreement shall commence on
      September 1, 2002 and shall continue in effect for a period of three (3) years
      and four (4) months to and including December 31, 2005, unless terminated sooner
      in accordance with Section 5 below. Thereafter, this Agreement may renew for
      additional one-year terms, upon written notice by the Company to Executive
      no
      later than sixty (60) days prior to the termination date of any such term,
      unless terminated sooner in accordance with Section 5 below. (The natural
      termination date of the initial term or any successive term of this Agreement
      shall be referred to as the “Termination Date.”)




3.  Position
      and Duties .
      Executive shall serve as the Executive Vice President of the Company and
      President of CNL Advisory Services, and he shall have such duties, authority
      and
      responsibilities as are normally associated with and appropriate for such
      position. Executive shall devote substantially all of his working time and
      efforts to the business and affairs of the Company, except that Executive may
      perform personal or charitable activities which do not interfere with
      Executive’s employment duties.




4.  Compensation
      and Related Matters .




4.1.  Base
      Salary .
      During
      the term of this Agreement, the Company shall pay to Executive a Base Salary
      at
      an annual rate as specified in Attachment "A" to this Agreement (“Base
      Salary”). Base Salary shall be paid in equal installments in accordance with the
      Company’s usual and customary payroll practices, but not less frequently than
      monthly. The Base Salary may be increased each year in an amount approved by
      the
      Company's Board of Directors.




4.2.  Bonus
      and Additional Compensation .
      Executive will be entitled to an annual bonus and long-term compensation as
      set
      forth in Attachment “A”.




4.3.  Benefit
      Plans and Arrangements .
      Executive shall be entitled to participate in and to receive benefits under
      all
      existing and future employee benefit plans, perquisites and fringe benefit
      programs of the Company that are provided to other similarly situated executives
      of the Company, on terms no less favorable than those provided to such other
      executives, to the extent Executive is eligible under the terms of such plans
      or
      programs.




4.4.  Expenses .
      The
      Company shall promptly reimburse Executive for all reasonable and customary
      expenses incurred by Executive in performing services for the Company, including
      all expenses of travel while away from home on business or at the request of
      and
      in the service of the Company, provided that such expenses are incurred and
      accounted for by Executive in accordance with the policies and procedures
      established by the Company.




4.5.  Paid
      Time Off .
      Executive shall be entitled to no fewer than twenty-five (25) days of paid
      time
      off (PTO) per year, to be accrued and carried over from year to year in
      accordance with the then current Company policy as applicable to similarly
      situated executives of the Company.




5.  Termination .
      The
      term of Executive’s employment pursuant to this Agreement may be terminated
      under the following circumstances:




5.1.  Death .
      The
      term of Executive’s employment shall terminate upon his death.




5.2.  Disability .
      The
      Company may terminate the term of Executive’s employment as a result of
      Executive’s Disability (as hereinafter defined). In the event the Executive is
      covered by a group, long-term disability income policy provided and paid for
      by
      the Company, then “Disability” shall mean Executive is determined by such group,
      long-term disability insurance company to be disabled and eligible for long
      term
      disability income under the terms of such policy. In the event Executive is
      not
      covered by any such group, long-term disability income policy, then “Disability”
shall mean Executive is unable, by reason of illness or other physical or mental
      incapacity or limitation, to perform the duties of his employment with the
      Company, which inability continues for at least one hundred twenty (120)
      consecutive days, or for shorter periods aggregating one hundred twenty (120)
      days during any consecutive twelve (12) month period.




5.3.  By
      Company for Cause .
      The
      Company may terminate the term of Executive’s employment for “Cause” upon
      written notice to Executive. For purposes of this Agreement, the Company shall
      have “Cause” to terminate Executive’s employment upon any of the following
      events:




(i)
            Executive’s
                continued failure to perform or his habitual neglect of his duties
                other
                than due to Executive’s death or Disability (as such term is defined in
                section 5.2 above);




(ii)
            Executive’s
                conviction of, plea of nolo contendre to, or indictment for (which
                indictment is not discharged or otherwise resolved within twelve
                (12)
                months) any felony, or any crime involving moral turpitude, or any
                crime
                which is likely to result in material injury to the
                Company;




(iii)
            Executive’s
                breach of a fiduciary duty relating to the Executive’s employment with the
                Company, including but not limited to an act of fraud, theft or
                dishonesty; or




(iv)
            Executive’s
                material breach of this Agreement;




Notwithstanding
      the foregoing, Executive shall not be deemed to have been terminated for Cause
      under clause (i) or (iv) unless the Company provided reasonable written notice
      to the Executive setting forth the reasons for the Company’s intention to
      terminate for Cause, and Executive failed within thirty (30) days to cure the
      event or deficiency set forth in the written notice.




5.4.  By
      Company Without Cause .
      The
      Company may terminate the term of Executive’s employment other than for Cause,
      death or Disability at any time upon sixty (60) days prior written notice to
      Executive.




5.5.  By
      Executive for Good Reason .
      Executive may terminate the term of his employment for “Good Reason” upon
      written notice to the Company. For purposes of this Agreement, “Good Reason”
shall include the following events unless otherwise consented to by
      Executive:




(i)
            The
                assignment to Executive of any duties materially inconsistent with
                Executive’s position, duties, responsibilities and status within the
                Company;




(ii)
            A
                material reduction in Executive’s reporting responsibilities not
                pertaining to Executive’s failure to properly perform the material duties
                of his position with the Company, which failure has been noted in
                Executive’s personnel file and communicated to Executive in writing prior
                to such reduction in reporting
                responsibilities;




(iii)
            A
                reduction in the Base Salary of Executive not pertaining to Executive’s
                failure to properly perform the material duties of his position with
                the
                Company, which failure has been noted in Executive’s personnel file and
                communicated to Executive in writing prior to such reduction in Base
                Salary;




(iv)
            A
                requirement by the Company that Executive’s work location be moved more
                than fifty (50) miles of the Company’s principal place of business in
                Orlando, Florida;




(v)
            The
                Company’s material breach of this
                Agreement;




(vi)
            A
                "change in control" (as defined below) of the Company
                occurs;




(vii)
            The
                Company’s failure to obtain an agreement from any successor to the
                business of the Company by which the successor assumes and agrees
                to
                perform this Agreement; or




(viii)
            A
                purchaser of the Company assigns this Agreement to another person
                or
                entity without Executive's written
                consent.




Notwithstanding
      the foregoing, Executive shall not be deemed to have terminated his employment
      for Good Reason under clause (i), (ii), (iii), (iv) or (v), unless Executive
      provided reasonable written notice to the Company setting forth the reasons
      for
      Executive’s intention to resign for Good Reason, and the Company failed within
      thirty (30) days to cure the event or deficiency set forth in the written
      notice.




For
      purposes of this Section 5.5, a “change in control” means that an act specified
      in Sections 5.5(i) through 5.5(v) of the Agreement occurs and ,
      within
      two (2) years of that act, one of the following events also occurs: (A) the
      closing of any sale by Finco or CNL Restaurant Capital Corp. (f/k/a CNL
      Franchise Network Corp.), a Delaware corporation ("CRCC"), of all or
      substantially all of its assets to an acquiring person or entity that is not
      an
      affiliate of the Company, Finco, CRCC, or CNL Restaurant Properties, Inc. (f/k/a
      CNL American Properties Fund, Inc.), a Maryland corporation (“CNLRP”); (B) the
      closing of any sale by CNLRP of all or a majority of the shares of stock of
      CRCC
      that it owns to an acquiring person or entity that is not an affiliate of the
      Company, Finco, CRCC, CNLRP or James M. Seneff, Jr. (collectively, the “CNLRP
      Group”); or (C) the closing of any sale by the holders of common stock of CNLRP
      of an amount of common stock that equals or exceeds a majority of the shares
      of
      common stock of CNLRP immediately prior to such closing to a person or entity
      that is not an affiliate of the CNLRP Group such that the holders of such common
      stock immediately prior to the closing are not the holders of a majority of
      the
      ordinary voting securities of CNLRP after the closing.




6.  Compensation
      in the Event of Termination .
      Upon
      the termination of this Agreement, the Company shall pay Executive compensation
      as set forth below:




6.1.  By
      Company Without Cause; By Executive for Good Reason .
      In the
      event that Executive’s employment is terminated by the Company without Cause, or
      by the Executive for Good Reason, the Company shall pay the Executive a cash
      payment equal to two (2) times the Executive’s Base Salary, which is in effect
      on the date of the Executive’s termination (the “Severance Payment”). The
      Severance Payment shall be made payable in equal installments over a twenty-four
      (24) month period in accordance with the Company’s usual and customary payroll
      practices, commencing on the first payday following Executive’s termination.
      Notwithstanding the foregoing, in the event Executive terminates his employment
      due to a "change in control" (as defined in Section 5.5 above) the Company
      shall
      pay to Executive within thirty (30) days of the date of termination a lump
      sum
      cash payment equal to one (1) times Executive's Base Salary in effect on the
      date of Executive's termination in addition to any other payments to which
      Executive would otherwise be entitled under the terms of this Agreement. Within
      thirty (30) days of the date of termination of Executive’s employment, the
      Company shall also pay Executive a lump sum equal to the sum of: (a) any accrued
      but unpaid Base Salary and PTO due Executive as of the date of termination
      of
      employment; and (b) reimbursements for appropriately submitted expenses which
      have been incurred, but have not been paid by the Company, as of the date of
      termination. In addition, any (i) common or preferred stock, (ii) partnership
      or
      member interest, (iii) other equity interest, (iv) stock or equity option,
      (v)
      phantom stock compensation, or (vi) other incentive or deferred compensation
      under any Company stock bonus plan, phantom stock plan, stock option plan,
      or
      other deferred compensation plan that is subject to vesting or restriction
      (other than a right of first refusal), shall become immediately vested, but
      the
      originally selected distribution option under the deferred compensation plan
      shall govern; and to the extent an option is exercisable, it shall remain
      exercisable for the lesser of ninety (90) days or the balance of the term of
      the
      option. Notwithstanding this paragraph, all distribution under the deferred
      compensation plan shall be in accordance with the existing plan.




6.2.  By
      Company for Cause; By Executive Without Good Reason .
      In the
      event that the Company terminates Executive’s employment for Cause, or Executive
      terminates his employment without Good Reason, all compensation or benefits
      to
      which Executive may otherwise be entitled to shall cease on the date of
      termination, except for (i) any accrued but unpaid Base Salary due Executive
      as
      of the date of termination of employment, and (ii) reimbursements for
      appropriately submitted expenses which have been incurred, but have not been
      paid by the Company, as of the date of termination.




6.3.  Death
      or Disability .
      In the
      event that the Company terminates Executive’s employment due to his death or
      Disability, the Company shall pay the Executive or his estate a lump sum equal
      to twelve (12) months of Executive’s Base Salary, payable within thirty (30)
      days of Executive’s termination. This payment shall be in addition to, rather
      than in lieu of, the entitlement of Executive or his estate to any other
      insurance or benefit proceeds as a result of his death or
      Disability.




6.4.  Natural
      Termination. In the
      event that Executive’s employment by the Company pursuant to this Agreement
      naturally terminates on the Termination Date, all compensation or benefits
      to
      which Executive may otherwise be entitled to shall cease on the Termination
      Date, except for (i) any accrued but unpaid Base Salary and PTO, if any, due
      Executive as of the Termination Date, and (ii) reimbursements for appropriately
      submitted expenses which have been incurred, but have not been paid by the
      Company, as of the Termination Date; provided, however, that at the election
      of
      the Company in its sole and absolute discretion and upon written notice to
      the
      Executive on or prior to the Termination Date, the Company shall pay the
      Executive a cash payment equal to two (2) times the Executive’s Base Salary
      which is in effect on the Termination Date, which cash payment shall be made
      payable over a twenty-four (24) month period in equal installments in accordance
      with the Company’s usual and customary payroll practices, commencing on the
      first payday following the Termination Date (the “Optional Severance
      Pay”).




7.  Non-Competition,
      Non-Solicitation and Confidentiality .




7.1.  Covenant
      Not to Compete .
      While
      employed by the Company or any affiliate of the Company and for a period of
      twenty-four (24) months thereafter, Executive shall not, directly or indirectly,
      for compensation or otherwise, engage in or have any interest in any sole
      proprietorship, partnership, corporation, company, business or any other person
      or entity (whether as an employee, officer, corporation, business or any holder
      creditor, consultant or otherwise) that, directly or indirectly, competes in
      the
      same business sectors as the business enterprises in which CNLRP (as defined
      in
      Section 5.5 above) or any of its subsidiaries, partners, or affiliates in (or
      which come into) existence during the term hereof (collectively, the "Benefited
      Persons"), are now or during Executive’s employment become engaged in any and
      all states in which CNLRP or any other Benefited Person conducts such business
      while Executive is employed by the Company or a subsidiary of the Company;
      provided, however, Executive may continue to hold CNLRP securities or acquire,
      solely as an investment, shares of capital stock or other equity securities
      of
      any company which are traded on any national securities exchange or are
      regularly quoted in the over-the-counter market, so long as Executive does
      not
      control, acquire a controlling interest in, or become a member of a group which
      exercises direct or indirect control of more than five percent (5%) of any
      class
      of capital stock of such corporation. Notwithstanding the foregoing, in the
      event that Executive’s employment by the Company naturally terminates on the
      Termination Date and the Company elects not to pay Executive the Optional
      Severance Pay pursuant to Section 6.4 above, then the prohibitions contained
      in
      this Section 7.1 shall terminate on the Termination Date.




7.2.  Nonsolicitation
      of Clients .
      While
      employed by the Company or any affiliate of the Company and for a period of
      twenty-four (24) months thereafter, Executive shall not, directly or indirectly,
      for himself or for any other person, firm, corporation, partnership, company,
      association or other entity, solicit, attempt to contract with, or enter into
      a
      contractual relationship of any kind pertaining to any aspect of the development
      or lease of real property, with any person or entity with which the Company
      or
      any affiliate of the Company, had any contractual relationship or engaged in
      negotiations toward a contract in the previous twenty-four (24) months.




7.3.  Nonsolicitation
      of Employees .
      While
      employed by the Company or any affiliate of the Company and for a period of
      twenty-four (24) months thereafter, Executive shall not directly or indirectly,
      for himself or for any other person, firm, corporation, partnership, company,
      association or other entity, solicit, attempt to employ or enter into any
      contractual arrangement with any employee or former employee of the Company
      or
      any Benefited Person, unless such employee or former employee has not been
      employed by the Company or other Benefited Person for a period in excess of
      six
      (6) months.




7.4.  Nondisparagement .
      While
      employed by the Company or any affiliate of the Company and after Executive’s
      employment terminates, Executive shall not disparage, denigrate or comment
      negatively upon, either orally or in writing, the Company, any other Benefited
      Person, or any of their officers or directors, to or in the presence of any
      person or entity unless compelled to act by a valid subpoena or other legal
      mandate; provided, however, if Executive receives such a subpoena or other
      legal
      mandate he shall provide the Company with written notice of same at least five
      (5) business days prior to the date on which Executive is required to make
      the
      disclosure. The Company likewise shall not disparage, denigrate or comment
      negatively upon, either orally or in writing, the Executive to any prospective
      employer or third party after Executive’s employment terminates unless compelled
      to do so by subpoena or other legal mandate; provided however, if the Company
      receives such a subpoena or other legal mandate it shall provide Executive
      with
      written notice of same at least five (5) business days prior to the date on
      which the Company is required to make the disclosure.




7.5.  Confidentiality .
      While
      employed by the Company or any affiliate of the Company and after Executive’s
      employment terminates, Executive shall keep secret and retain in strictest
      confidence, and shall not use for his benefit or the benefit of others, except
      in connection with the business affairs of the Company or the other Benefited
      Persons, all information relating to the business of the Company or any of
      the
      other Benefited Persons, including, without limitation, information concerning
      the financial condition, prospects, methods of doing business, marketing and
      promotion of services, disclosed to or known by the Executive as a consequence
      of his employment by the Company or any affiliate of the Company, which
      information is not generally known or otherwise obtainable in the public
      domain.




8.  Tangible
      Items .
      All
      files, records, documents, manuals, books, forms, reports, memoranda, studies,
      data, calculations, recordings, or correspondence, in whatever form they may
      exist, and all copies, abstracts and summaries of the foregoing, and all
      physical items related to the business of the Company or any other Benefited
      Person, whether of a public nature or not, and whether prepared by Executive
      or
      not, are and shall remain the exclusive property of the Company or any other
      Benefited Person, and shall not be removed from their premises, except as
      required in the course of Executive’s employment by the Company, without the
      prior written consent of the Company. Such items shall be promptly returned
      by
      Executive on the termination of Executive’s employment with the Company or at
      any earlier time upon the request of the Company.




9.  Remedies .




9.1.  Injunctive
      Relief .
      The
      Company and Executive acknowledge and agree that a breach by Executive or the
      Company of any of the covenants contained in Section 7 of this Agreement
      will cause irreparable harm and damage to the Executive, on the one hand, or
      the
      Company and/or any other Benefited Person on the other hand, the monetary amount
      of which may be virtually impossible to ascertain. Accordingly, the Company,
      any
      other Benefited Person or the Executive, if affected by any such breach, shall
      be entitled to an injunction from any court of competent jurisdiction enjoining
      and restraining any violation of said covenants by the Company, any other
      Benefited Person, or Executive or any of his affiliates, associates, partners
      or
      agents, either directly or indirectly, as the case may be, and that such right
      to injunction shall be cumulative and in addition to other remedies Executive,
      the Company or such other Benefited Person may possess. In addition, Executive
      acknowledges that in the event of his breach of any of the provisions of
      Section 7 of this Agreement, in addition to any other remedies the Company
      may have, the Company may cease making the balance of the payments specified
      in
      Section 6.1 and recover in full from Executive any such payments previously
      made.




9.2.  Arbitration .
      Except
      with regard to Section 9.1, all disputes between the parties concerning the
      performance, breach, construction or interpretation of this Agreement, or in
      any
      manner arising out of this Agreement, shall be submitted to binding arbitration
      in accordance with the rules of the American Arbitration Association, which
      arbitration shall be carried out in the manner set forth below:




(i)
            Within
                fifteen (15) days after written notice by one party to the other
                party of
                its demand for arbitration, which demand shall set forth the name
                and
                address of its designated arbitrator, the other party shall select
                its
                designated arbitrator and so notify the demanding party. Within fifteen
                (15) days thereafter, the two arbitrators so selected shall select
                the
                third arbitrator. The dispute shall be heard by the arbitrators within
                ninety (90) days after selection of the third arbitrator. The decision
                of
                any two arbitrators shall be binding upon the parties. Should any
                party or
                arbitrator fail to make a selection, the American Arbitration Association
                shall designate such arbitrator upon the application of either party.
                The
                decision of the arbitrators shall be final and binding upon the Company,
                its successors and assigns and
                Executive.




(ii)
            The
                arbitration proceedings shall take place in Orlando, Orange
                County,**Florida
                and the judgment and determination of such proceedings shall be binding
                on
                all parties. Judgment upon any award rendered by the arbitrators
                may be
                entered into any court having competent jurisdiction without any
                right of
                appeal.




(iii)
            Each
                party shall pay its or his own expenses of arbitration, and the expenses
                of the arbitrators and the arbitration proceeding shall be shared
                equally.
                However, if in the opinion of a majority of the arbitrators, any
                claim or
                defense was unreasonable, the arbitrators may assess, as part of
                their
                award, all or any part of the arbitration expenses of the other party
                (including reasonable attorneys’ fees) and of the arbitrators and the
                arbitration proceeding.




10.  Severability .
      The
      Company and Executive agree that if, in any action before any court or agency
      legally empowered to enforce this Agreement, any term, restriction, covenant,
      or
      promise is found to be unreasonable or otherwise unenforceable, then such term,
      restriction, covenant, or promise shall be deemed modified to the extent
      necessary to make it enforceable.




11.  Notice .
      For
      purposes of this Agreement, notices, demands and all other communications
      provided for in the Agreement shall be in writing and shall be deemed to have
      been duly given when received if delivered in person or by overnight courier,
      or
      if mailed by United States certified mail, return receipt requested, postage
      prepaid, to the following addresses:




If
      to
      Executive:





Michael
      T. Shepardson


2319
      Sherbrooke Road


Winter
      Park, Florida 32792







If
      to
      Company:




CNL
      Restaurant Capital GP Corp.




450
      South
      Orange Avenue - 11th Floor


Orlando,
      Florida 32801


Attn:
      Chief Executive Officer




Either
      party may change its address for notices in accordance with this Section 11
      by
      providing written notice of such change to the other party.




12.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.




13.  Benefits;
      Binding Effect; Assignment .
      This
      Agreement shall be for the benefit of and binding upon the parties and their
      respective heirs, personal representatives, legal representatives, successors
      and permitted assigns. Neither party may assign this Agreement without the
      prior
      written consent of the other party.




14.  Entire
      Agreement .
      This
      Agreement, including its incorporated Attachment "A", constitutes the
      entire agreement between the parties, and all prior understandings, agreements
      or undertakings between the parties concerning Executive’s employment or the
      other subject matters of this Agreement are superseded in their entirety by
      this
      Agreement.














*[SIGNATURE
      PAGE TO FOLLOW]*


1









IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first above written.


“Executive”Witness
            /s/
                MICHAEL T. SHEPARDSON
              Michael
                T. Shepardson“Company”CNL
                Restaurant Capital GP Corp.
              (f/k/a
                CNL Franchise Network GP Corp.),a
                Delaware corporationWitness
            By:/s/
                CURTIS B. MCWILLIAMS
              Curtis
                B. McWilliams
              President
                & Chief Executive Officer







10









EMPLOYMENT
      AGREEMENT OF MICHAEL T. SHEPARDSON




ATTACHMENT
      “A”









1.  Base
      Salary :
      During
      the term of employment, the Company shall pay to Executive a base salary of
      $250,000.00 per year.




2.  Annual
      Bonus Compensation :
      Executive may receive annual bonus compensation targeted at fifty percent (50%)
      of Executive’s Base Salary with a maximum annual bonus of one hundred percent
      (100%) of Executive’s Base Salary.




3.  Long-Term
      Compensation :
      Executive is currently participating in a long-term incentive plan, and would
      be
      eligible to participate in additional plans as
      applicable.