INDEMNIFICATION AGREEMENT


         THIS INDEMNIFICATION  AGREEMENT  ("Agreement") is made and entered into
as of the ____ day of  ______________,  by and among CNL  American  Realty Fund,
Inc., a Maryland corporation (the "Company") and  __________________________,  a
director and/or officer of the Company (the "Indemnitee").

                              W I T N E S S E T H:

         WHEREAS,   the  interpretation  of  ambiguous  statutes,   regulations,
articles of incorporation and bylaws regarding  indemnification of directors and
officers  may be too  uncertain  to provide such  directors  and  officers  with
adequate  notice of the legal,  financial  and other  risks to which they may be
exposed by virtue of their service as such; and

         WHEREAS,  damages sought against  directors and officers in shareholder
or similar  litigation by class action  plaintiffs may be  substantial,  and the
costs of defending  such actions and of judgments in favor of  plaintiffs  or of
settlement  therewith may be prohibitive for individual  directors and officers,
without  regard to the merits of a particular  action and without  regard to the
culpability  of, or the  receipt  of  improper  personal  benefit  by, any named
director or officer to the detriment of the corporation; and

         WHEREAS, the issues in controversy in such litigation usually relate to
the  knowledge,  motives and intent of the  director or officer,  who may be the
only  person  with  firsthand   knowledge  of  essential  facts  or  exculpating
circumstances  who is qualified to testify in his defense  regarding  matters of
such a subjective  nature,  and the long period of time which may elapse  before
final  disposition of such  litigation may impose undue hardship and burden on a
director  or officer or his estate in  launching  and  maintaining  a proper and
adequate defense of himself or his estate against claims for damages; and

         WHEREAS,   the  Company  is  organized   under  the  Maryland   General
Corporation Law (the "MGCL") and Section 2-418 of the MGCL empowers corporations
to  indemnify  and  advance  expenses  of  litigation  to a person  serving as a
director,  officer, employee or agent of a corporation and to persons serving at
the  request  of the  corporation,  while  a  director  of a  corporation,  as a
director,  officer,  partner,  trustee,  employee or agent of another foreign or
domestic  corporation,  partnership,  joint venture,  trust, other enterprise or
employee  benefit  plan,  and  further  provides  that the  indemnification  and
advancement  of  expenses  set  forth  in  said  section,   subject  to  certain
limitations  are not  "exclusive  of any other  rights,  by  indemnification  or
otherwise, to which a director may be entitled under the charter, the

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bylaws,  a resolution of stockholders  or directors,  an agreement or otherwise,
both as to action in an official  capacity and as to action in another  capacity
while holding such office"; and

         WHEREAS,  the Articles of Incorporation of the Company,  as they may be
amended  or  amended  and  restated   from  time  to  time  (the   "Articles  of
Incorporation"),  provide that the Company  shall  indemnify  and hold  harmless
directors, advisors, or affiliates, as such terms are defined in the Articles of
Incorporation; and

         WHEREAS,  the Board of  Directors  of the  Company  (the  "Board")  has
concluded  that it is reasonable  and prudent for the Company  contractually  to
obligate  itself to indemnify in a reasonable and adequate manner the Indemnitee
and to  assume  for  itself  maximum  liability  for  expenses  and  damages  in
connection  with claims  lodged  against him for his  decisions and actions as a
director and/or officer of the Company; and

         NOW,  THEREFORE,  in consideration of the foregoing,  and of other good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by each of the parties hereto, the parties agree as follows:


                                        I
                                   DEFINITIONS

         For  purposes of this  Agreement,  the  following  terms shall have the
meanings set forth below:

         A. "Board" shall mean the Board of Directors of the Company.

         B. "Change in Control" shall mean a change in the ownership or power to
direct the Voting  Securities of the Company or the  acquisition by a person not
affiliated  with the  Company of the  ability to direct  the  management  of the
Company.

         C. "Corporate Status" shall mean the status of a person who is or was a
director or officer of the Company,  or a member of any  committee of the Board,
and the status of a person who,  while a director or officer of the Company,  is
or was serving at the request of the  Company as a  director,  officer,  partner
(including  service as a general partner of any limited  partnership),  trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
joint venture,  trust, other incorporated or unincorporated entity or enterprise
or employee benefit plan.

         D.       "Disinterested Director" shall mean a director of the
Company who neither is nor was a party to the Proceeding in

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respect of which indemnification is being sought by the
Indemnitee.

         E.  "Expenses"  shall mean without  limitation  expenses of Proceedings
including all attorneys' fees, retainers, court costs, transcript costs, fees of
experts,  investigation  fees and expenses,  accounting and witness fees, travel
expenses,  duplicating  costs,  printing and binding costs,  telephone  charges,
postage,  delivery  service fees and all other  disbursements or expenses of the
types customarily incurred in connection with prosecuting,  defending, preparing
to prosecute or defend, investigating or being or preparing to be a witness in a
Proceeding.

         F. "Good  Faith Act or  Omission"  shall mean an act or omission of the
Indemnitee  reasonably believed by the Indemnitee to be in or not opposed to the
best  interests of the Company and other than (i) one  involving  negligence  or
misconduct,  or, if the  Indemnitee is an  independent  director,  one involving
gross negligence or willful  misconduct;  (ii) one that was material to the loss
or  liability  and that was  committed  in bad  faith or that was the  result of
active or deliberate  dishonesty;  (iii) one from which the Indemnitee  actually
received an improper personal benefit in money, property or services; or (iv) in
the case of a criminal  Proceeding,  one as to which the Indemnitee had cause to
believe his conduct was unlawful.

         G.  "Liabilities"  shall  mean  liabilities  of  any  type  whatsoever,
including,  without limitation, any judgments, fines, excise taxes and penalties
under the Employee Retirement Income Security Act of 1974, as amended, penalties
and amounts paid in settlement  (including all interest,  assessments  and other
charges  paid or payable  in  connection  with or in respect of such  judgments,
fines,  penalties  or  amounts  paid  in  settlement)  in  connection  with  the
investigation,  defense,  settlement  or appeal of any  Proceeding or any claim,
issue or matter therein.

         H. "Proceeding" shall mean any threatened, pending or completed action,
suit,  arbitration,  alternate  dispute  resolution  mechanism,   investigation,
administrative  hearing or any other actual,  threatened or completed proceeding
whether  civil,  criminal,   administrative  or  investigative,  or  any  appeal
therefrom.

         I.       "Voting Securities" shall mean any securities of the
Company that are entitled to vote generally in the election of
directors.

                                       II
                            TERMINATION OF AGREEMENT


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<PAGE>



         This  Agreement  shall continue  until,  and terminate upon the late to
occur of (i) the death of the Indemnitee;  or (ii) the final  termination of all
Proceedings  (including possible Proceedings) in respect of which the Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and of
any  proceeding  commenced by the  Indemnitee  regarding the  interpretation  or
enforcement of this Agreement.

                                       III
                        SERVICE BY INDEMNITEE, NOTICE OF
                         PROCEEDINGS, DEFENSE OF CLAIMS

         A. Notice of Proceedings.  The Indemnitee  agrees to notify the Company
promptly in writing  upon being  served with any  summons,  citation,  subpoena,
complaint, indictment,  information or other document relating to any Proceeding
or matter which may be subject to  indemnification  or  advancement  of Expenses
covered hereunder,  but the Indemnitee's omission to so notify the Company shall
not relieve the Company from any liability  which it may have to the  Indemnitee
under this Agreement.

         B. Defense of Claims.  The Company will be entitled to participate,  at
its own expense,  in any Proceeding of which it has notice.  The Company jointly
with any other  indemnifying  party similarly notified of any Proceeding will be
entitled  to  assume  the  defense  of  the  Indemnitee  therein,  with  counsel
reasonably satisfactory to the Indemnitee;  provided,  however, that the Company
shall not be entitled to assume the defense of the  Indemnitee in any Proceeding
if there  has been a Change  in  Control  or if the  Indemnitee  has  reasonably
concluded  that there may be a conflict of interest  between the Company and the
Indemnitee  with respect to such  Proceeding.  The Company will not be liable to
the Indemnitee under this Agreement for any Expenses  incurred by the Indemnitee
in connection with the defense of any Proceeding, other than reasonable costs of
investigation or as otherwise  provided below,  after notice from the Company to
the Indemnitee of its election to assume the defense of the Indemnitee  therein.
The  Indemnitee  shall  have the right to  employ  his own  counsel  in any such
Proceeding, but the fees and expenses of such counsel incurred after notice from
the Company of its assumption of the defense  thereof shall be at the expense of
the  Indemnitee  unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company;  (ii) the Indemnitee shall have reasonably  concluded
that counsel employed by the Company may not adequately represent the Indemnitee
and shall have so informed the Company;  or (iii) the Company  shall not in fact
have employed counsel to assume the defense of the Indemnitee in such Proceeding
or such  counsel  shall not, in fact,  have assumed such defense or such counsel
shall not be acting, in connection therewith,  with reasonable diligence; and in
each  such  case the fees and  expenses  of the  Indemnitee's  counsel  shall be
advanced by the Company in accordance with this Agreement.

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<PAGE>




         C. Settlement of Claims. The Company shall not settle any Proceeding in
any manner  which  would  impose any  liability,  penalty or  limitation  on the
Indemnitee  without the written  consent of the Indemnitee;  provided,  however,
that the  Indemnitee  will not  unreasonably  withhold  or delay  consent to any
proposed settlement. The Company shall not be liable to indemnify the Indemnitee
under this  Agreement or otherwise  for any amounts  paid in  settlement  of any
Proceeding  effected by the Indemnitee  without the Company's  written  consent,
which consent shall not be unreasonably withheld or delayed.

                                       IV
                                 INDEMNIFICATION

         A. In General.  Upon the terms and subject to the  conditions set forth
in this Agreement,  the Company shall hold harmless and indemnify the Indemnitee
against any and all  Liabilities  actually  incurred by or for him in connection
with any Proceeding  (whether the Indemnitee is or becomes a party, a witness or
otherwise  is a  participant  in any role) to the  fullest  extent  required  or
permitted by the Articles of  Incorporation  and by applicable  law in effect on
the date hereof and to such greater  extent as applicable law may hereafter from
time to time  permit.  For all matters for which the  Indemnitee  is entitled to
indemnification  under this  Article  IV, the  Indemnitee  shall be  entitled to
advancement of Expenses in accordance with Article V hereof.

         B.  Proceeding  Other  Than  a  Proceeding  by or in the  Right  of the
Company. If the Indemnitee was or is a party or is threatened to be made a party
to any  Proceeding  (whether the  Indemnitee is or becomes a party, a witness or
otherwise is a  participant  in any role) (other than a Proceeding  by or in the
right of the Company) by reason of his Corporate Status, or by reason of alleged
action or inaction by him in any such capacity,  the Company  shall,  subject to
the  limitations set forth in Section IV.F.  below,  hold harmless and indemnify
him  against  any and all  Expenses  and  Liabilities  actually  and  reasonably
incurred by or for the  Indemnitee  in  connection  with the  Proceeding  if the
act(s) or  omission(s)  of the  Indemnitee  giving rise  thereto were Good Faith
Act(s) or Omission(s).

         C. Proceedings by or in the Right of the Company. If the Indemnitee was
or is a party or is threatened to be made a party to any Proceeding (whether the
Indemnitee is or becomes a party, a witness or otherwise is a participant in any
role) by or in the right of the  Company to  procure a judgment  in its favor by
reason of his Corporate Status, or by reason of any action or inaction by him in
any such capacity,  the Company shall,  subject to the  limitations set forth in
Section  IV.F.  below,  hold  harmless  and  indemnify  him  against any and all
Expenses actually  incurred by or for him in connection with the  investigation,
defense,

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<PAGE>



settlement  or appeal of such  Proceeding  if the act(s) or  omission(s)  of the
Indemnitee  giving rise to the Proceeding were Good Faith Act(s) or Omission(s);
except that no indemnification under this Section IV.C. shall be made in respect
of any claim, issue or matter as to which the Indemnitee shall have been finally
adjudged to be liable to the Company, unless a court of appropriate jurisdiction
(including,  but not limited to, the court in which such Proceeding was brought)
shall determine upon application that, despite the adjudication of liability but
in view  of all  the  circumstances  of the  case,  regardless  of  whether  the
Indemnitee's  act(s) or  omission(s)  were  found to be a Good  Faith  Act(s) or
Omission(s), the Indemnitee is fairly and reasonably entitled to indemnification
for such Expenses which such court shall deem proper.

         D.  Indemnification  of a Party Who is  Wholly  or  Partly  Successful.
Notwithstanding  any other provision of this  Agreement,  to the extent that the
Indemnitee is, by reason of the Indemnitee's Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding,  the Indemnitee shall
be indemnified by the Company to the maximum extent  consistent  with applicable
law,  against all Expenses and  Liabilities  actually  incurred by or for him in
connection  therewith.  If the  Indemnitee  is not  wholly  successful  in  such
Proceeding but is successful,  on the merits or otherwise, as to one or more but
less than all claims,  issues or matters in such  Proceeding,  the Company shall
hold harmless and indemnify the Indemnitee to the maximum extent consistent with
applicable  law,  against all Expenses and  Liabilities  actually and reasonably
incurred by or for him in  connection  with each  successfully  resolved  claim,
issue or matter in such  Proceeding.  Resolution of a claim,  issue or matter by
dismissal, with or without prejudice, except as provided in subsection F hereof,
shall be deemed a successful  result as to such claim,  issue or matter, so long
as there has been no  finding  (either  adjudicated  or  pursuant  to Article VI
hereof) that the act(s) or  omission(s)  of the  Indemnitee  giving rise thereto
were not a Good Faith Act(s) or Omission(s).

         E.  Indemnification for Expenses of Witness.  Notwithstanding any other
provision of this Agreement, to the extent that the Indemnitee, by reason of the
Indemnitee's  Corporate Status, has prepared to serve or has served as a witness
in any Proceeding,  or has participated in discovery  proceedings or other trial
preparation,  the Indemnitee shall be held harmless and indemnified  against all
Expenses actually and reasonably incurred by or for him in connection therewith.

         F. Specific  Limitations on  Indemnification.  In addition to the other
limitations set forth in this Article IV, and  notwithstanding  anything in this
Agreement  to the  contrary,  the  Company  shall not be  obligated  under  this
Agreement to make any

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<PAGE>



payment to the Indemnitee for indemnification with respect to any
Proceeding:

                  1.  To  the  extent  that  payment  is  actually  made  to the
         Indemnitee  under  any  insurance  policy  or is made on  behalf of the
         Indemnitee  by or on behalf of the Company  otherwise  than pursuant to
         this Agreement.

                  2. If a court in such  Proceeding  has  entered a judgment  or
         other  adjudication  which is final and has  become  nonappealable  and
         establishes  that a claim of the  Indemnitee  for such  indemnification
         arose from: (i) a breach by the Indemnitee of the Indemnitee's  duty of
         loyalty to the Company or its  shareholders;  (ii) acts or omissions of
         the  Indemnitee  that are not Good Faith Acts or Omissions or which are
         the result of active and deliberate dishonesty; (iii) acts or omissions
         of the Indemnitee  which the Indemnitee had reasonable cause to believe
         were unlawful;  or (iv) a transaction in which the Indemnitee  actually
         received an improper personal benefit in money, property or services.

                  3. If there has been no Change in Control,  for Liabilities in
         connection with Proceedings  settled without the consent of the Company
         which consent, however, shall not be unreasonably withheld.

                  4. For any loss or liability arising from an alleged violation
         of federal or state securities laws unless one or more of the following
         conditions are met: (i) there has been a successful adjudication on the
         merits of each count involving alleged  securities law violations as to
         the Indemnitee,  (ii) such claims have been dismissed with prejudice on
         the merits by a court of competent  jurisdiction  as to the Indemnitee;
         or (iii) a court of competent jurisdiction approves a settlement of the
         claims  against the Indemnitee  and finds that  indemnification  of the
         settlement  and the  related  costs  should  be  made,  and  the  court
         considering  the request for  indemnification  has been  advised of the
         position of the Securities and Exchange Commission and of the published
         position  of  any  state  securities   regulatory  authority  in  which
         securities  of the Company were  offered or sold as to  indemnification
         for violations of securities laws.

                                        V
                             ADVANCEMENT OF EXPENSES

         Notwithstanding any provision to the contrary in Article VI hereof, the
Company shall advance to the  Indemnitee  all Expenses  which,  by reason of the
Indemnitee's  Corporate  Status,  were incurred by or for him in connection with
any Proceeding for which the Indemnitee is entitled to indemnification  pursuant
to

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<PAGE>



Article IV  hereof,  in advance  of the final  disposition  of such  Proceeding,
provided that all of the following are satisfied:  (i) the Indemnitee was made a
party to the proceeding by reason of his service as a director or officer of the
Company,  (ii) the Indemnitee  provides the Company with written  affirmation of
his good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  by  the  Company  pursuant  to  Article  IV  hereof,   (iii)the
Indemnitee  provides the Company with a written agreement (the "Undertaking") to
repay the amount paid or reimbursed by the Company, together with the applicable
legal  rate  of  interest  thereon,  if it is  ultimately  determined  that  the
Indemnitee did not comply with the requisite  standard of conduct,  and (iv) the
legal  proceeding was initiated by a third party who is not a stockholder of the
Company or, if by a stockholder  of the Company acting in his or her capacity as
such,  a  court  of  competent  jurisdiction  approves  such  advancement.   The
Indemnitee  shall be  required to execute  and submit the  Undertaking  to repay
Expenses  advanced  in the form of Exhibit A attached  hereto or in such form as
may be  required  under  applicable  law as in effect  at the time of  execution
thereof.  The Undertaking shall reasonably  evidence the Expenses incurred by or
for the Indemnitee and shall contain the written  affirmation by the Indemnitee,
described above, of his good faith belief that the standard of conduct necessary
for indemnification has been met. The Company shall advance such expenses within
five (5) business days after the receipt by the Company of the Undertaking.  The
Indemnitee  hereby agrees to repay any Expenses  advanced  hereunder if it shall
ultimately be determined  that the  Indemnitee is not entitled to be indemnified
against such  Expenses.  Any advances and the  undertaking  to repay pursuant to
this Article V shall be unsecured.

                                       VI
                      PROCEDURE FOR PAYMENT OF LIABILITIES;
                    DETERMINATION OF RIGHT TO INDEMNIFICATION

         A. Procedure for Payment.  To obtain  indemnification  for  Liabilities
under this  Agreement,  the  Indemnitee  shall  submit to the  Company a written
request for  payment,  including  with such  request  such  documentation  as is
reasonably  available to the Indemnitee  and  reasonably  necessary to determine
whether,  and to what extent, the Indemnitee is entitled to indemnification  and
payment hereunder.  The Secretary of the Company,  or such other person as shall
be designated by the Board of Directors,  promptly upon receipt of a request for
indemnification  shall  advise  the  Board of  Directors,  in  writing,  of such
request. Any indemnification  payment due hereunder shall be paid by the Company
no later than five (5) business days  following the  determination,  pursuant to
this Article VI, that such indemnification payment is proper hereunder.


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<PAGE>



         B. No  Determination  Necessary when the Indemnitee was Successful.  To
the extent the Indemnitee has been  successful,  on the merits or otherwise,  in
defense of any Proceeding referred to in Sections IV.B. or IV.C. above or in the
defense of any claim,  issue or matter  described  therein,  the  Company  shall
indemnify the Indemnitee against Expenses actually and reasonably incurred by or
for  him in  connection  with  the  investigation,  defense  or  appeal  of such
Proceeding.

         C.  Determination  of Good  Faith Act or  Omission.  In the event  that
Section  VI.B.  is  inapplicable,  the  Company  also  shall hold  harmless  and
indemnify the Indemnitee  unless the Company shall prove by clear and convincing
evidence to a forum listed in Section VI.D. below that the act(s) or omission(s)
of the Indemnitee  giving rise to the  Proceeding  were not Good Faith Act(s) or
Omission(s).

         D. Forum for Determination.  The Indemnitee shall be entitled to select
from among the  following  the forums,  in which the  validity of the  Company's
claim  under  Section  VI.C.,  above,  that the  Indemnitee  is not  entitled to
indemnification will be heard:

                  1. A quorum of the Board consisting of Disinterested
          Directors;

                  2. The shareholders of the Company;

                  3. Legal counsel  selected by the  Indemnitee,  subject to the
         approval of the Board, which approval shall not be unreasonably delayed
         or denied,  which  counsel shall make such  determination  in a written
         opinion; or

                  4. A panel of three  arbitrators,  one of whom is  selected by
         the Company, another of whom is selected by the Indemnitee and the last
         of whom is selected jointly by the first two arbitrators so selected.

As soon as  practicable,  and in no event  later  than  thirty  (30) days  after
written  notice of the  Indemnitee's  choice of forum  pursuant to this  Section
VI.D.,  the Company shall,  at its own expense,  submit to the selected forum in
such  manner  as the  Indemnitee  or the  Indemnitee's  counsel  may  reasonably
request,  its claim that the Indemnitee is not entitled to indemnification,  and
the  Company  shall act in the  utmost  good faith to assure  the  Indemnitee  a
complete  opportunity to defend against such claim. The fees and expenses of the
selected  forum  in  connection  with  making  the  determination   contemplated
hereunder shall be paid by the Company.  If the Company shall fail to submit the
matter to the  selected  forum  within  thirty (30) days after the  Indemnitee's
written notice or if the forum so empowered to make the determination shall have
failed to make the requested

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<PAGE>



determination  within thirty (30) days after the matter has been submitted to it
by the Company, the requisite determination that the Indemnitee has the right to
indemnification shall be deemed to have been made.

         E. Right to Appeal. Notwithstanding a determination by any forum listed
in Section VI.D.  above that the  Indemnitee is not entitled to  indemnification
with respect to a specific  Proceeding,  the Indemnitee  shall have the right to
apply to the court in which that  Proceeding is or was pending,  or to any other
court of competent  jurisdiction,  for the purpose of enforcing the Indemnitee's
right to  indemnification  pursuant to this Agreement.  Such enforcement  action
shall consider the Indemnitee's  entitlement to indemnification de novo, and the
Indemnitee shall not be prejudiced by reason of a prior  determination  that the
Indemnitee  is not entitled to  indemnification.  The Company shall be precluded
from asserting that the  procedures and  presumptions  of this Agreement are not
valid,  binding and enforceable.  The Company further agrees to stipulate in any
such judicial proceeding that the Company is bound by all the provisions of this
Agreement and is precluded from making any assertion to the contrary.

         F.  Right to Seek  Judicial  Determination.  Notwithstanding  any other
provision of this  Agreement to the contrary,  at any time after sixty (60) days
after a  request  for  indemnification  has been  made to the  Company  (or upon
earlier  receipt of written notice that a request for  indemnification  has been
rejected)  and  before  the  third  (3rd)  anniversary  of the  making  of  such
indemnification  request,  the  Indemnitee  may  petition  a court of  competent
jurisdiction, whether or not the court has jurisdiction over, or is the forum in
which is  pending,  the  Proceeding,  to  determine  whether the  Indemnitee  is
entitled to indemnification  hereunder,  and such court thereupon shall have the
exclusive  authority  to make such  determination,  unless  and until such court
dismisses or otherwise  terminates the  Indemnitee's  action without having made
such  determination.  The  court,  as  petitioned,  shall  make  an  independent
determination   of  whether  the  Indemnitee  is  entitled  to   indemnification
hereunder,  without  regard to any  prior  determination  in any other  forum as
provided hereby.

         G. Expenses under this Agreement.  Notwithstanding  any other provision
in this  Agreement to the contrary,  the Company shall  indemnify the Indemnitee
against all Expenses  incurred by the Indemnitee in connection  with any hearing
or  proceeding  under this Section VI involving the  Indemnitee  and against all
Expenses  incurred by the Indemnitee in connection with any other action between
the Company and the Indemnitee  involving the  interpretation  or enforcement of
the  rights  of the  Indemnitee  under  this  Agreement,  even if it is  finally
determined that the Indemnitee is not entitled to indemnification in whole or in
part hereunder.

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<PAGE>




                                       VII
                             PRESUMPTIONS AND EFFECT
                             OF CERTAIN PROCEEDINGS

         A.  Burden  of  Proof.  In  making  a  determination  with  respect  to
entitlement  to  indemnification  hereunder,  the  person,  persons,  entity  or
entities making such determination shall presume that the Indemnitee is entitled
to indemnification under this Agreement and the Company shall have the burden of
proof to overcome that presumption.

         B. Effect of Other Proceedings. The termination of any Proceeding or of
any claim, issue or matter therein,  by judgment,  order or settlement shall not
create  a  presumption  that  the  act(s)  or  omission(s)  giving  rise  to the
Proceeding  were not Good Faith Act(s) or  Omission(s).  The  termination of any
Proceeding by conviction,  or upon a plea of nolo contendere, or its equivalent,
or an  entry  of an  order  of  probation  prior  to  judgment,  shall  create a
rebuttable  presumption that the act(s) or omission(s) of the Indemnitee  giving
rise to the Proceeding were not Good Faith Act(s) or Omission(s).

         C.  Reliance  as Safe  Harbor.  For  purposes of any  determination  of
whether any act or omission of the  Indemnitee was a Good Faith Act or Omission,
each act of the Indemnitee shall be deemed to be a Good Faith Act or Omission if
the  Indemnitee's  action is based on the  records or books of  accounts  of the
Company,  including  financial  statements,  or on  information  supplied to the
Indemnitee by the officers of the Company in the course of their  duties,  or on
the advice of legal counsel for the Company or on  information  or records given
or reports made to the Company by an independent  certified public accountant or
by an appraiser or other expert  selected with  reasonable  care by the Company.
The provisions of this Section VII.C.  shall not be deemed to be exclusive or to
limit in any way the other  circumstances  in which the Indemnitee may be deemed
to have met the  applicable  standard of conduct set forth in this  Agreement or
under applicable law.

         D. Actions of Others. The knowledge and/or actions,  or failure to act,
of any director,  officer, agent or employee of the Company shall not be imputed
to the Indemnitee for purposes of determining the right to indemnification under
this Agreement.

                                      VIII
                                    INSURANCE

         In the event that the Company  maintains  officers'  and  directors' or
similar liability insurance to protect itself and any director or officer of the
Company  against any expense,  liability or loss, such insurance shall cover the
Indemnitee to

                                       11

<PAGE>



at least the same degree as each other director and/or officer of
the Company.

                                       IX
                           OBLIGATIONS OF THE COMPANY
                            UPON A CHANGE IN CONTROL

         In the  event of a Change  in  Control,  upon  written  request  of the
Indemnitee the Company shall establish a trust for the benefit of the Indemnitee
hereunder  (a "Trust")  and from time to time,  upon  written  request  from the
Indemnitee,  shall fund the Trust in an amount sufficient to satisfy all amounts
actually  paid  hereunder  as   indemnification   for  Liabilities  or  Expenses
(including those paid in advance) or which the Indemnitee  reasonably determines
and  demonstrates,  from time to time, may be payable by the Company  hereunder.
The amount or amounts to be deposited in the Trust shall be  determined by legal
counsel  selected by the Indemnitee and approved by the Company,  which approval
shall not be  unreasonably  withheld.  The terms of the Trust shall provide that
(i) the Trust shall not be dissolved or the principal  thereof  invaded  without
the  written  consent  of the  Indemnitee;  (ii) the  trustee  of the Trust (the
"Trustee")  shall be selected by the  Indemnitee;  (iii) the Trustee  shall make
advances to the Indemnitee for Expenses  within ten (10) business days following
receipt of a written  request  therefor  (and the  Indemnitee  hereby  agrees to
reimburse the Trust under the circumstances  under which the Indemnitee would be
required to reimburse the Company under Article V hereof; (iv) the Company shall
continue  to fund the Trust  from time to time in  accordance  with its  funding
obligations hereunder;  (v) the Trustee promptly shall pay to the Indemnitee all
amounts as to which indemnification is due under this Agreement; (vi) unless the
Indemnitee  agrees  otherwise in writing,  the Trust for the Indemnitee shall be
kept  separate  from any other trust  established  for any other  person to whom
indemnification  might be due by the Company;  and (vii) all unexpended funds in
the Trust shall revert to the Company upon final, nonappealable determination by
a court of competent  jurisdiction  that the Indemnitee has been  indemnified to
the full extent required under this Agreement.

                                        X
                                NON-EXCLUSIVITY,
                          SUBROGATION AND MISCELLANEOUS

         A. Non-Exclusivity. The rights of the Indemnitee hereunder shall not be
deemed  exclusive of any other rights to which the Indemnitee may at any time be
entitled under any provision of law, the Articles of  Incorporation,  the Bylaws
of the Company, as the same may be in effect from time to time, any agreement, a
vote of  shareholders of the Company or a resolution of directors of the Company
or otherwise, and to the extent that

                                       12

<PAGE>



during the term of this Agreement the rights of the then-existing  directors and
officers of the Company are more  favorable to such  directors or officers  than
the rights  currently  provided  to the  Indemnitee  under this  Agreement,  the
Indemnitee shall be entitled to the full benefits of such more favorable rights.
No amendment,  alteration,  rescission or  replacement  of this Agreement or any
provision  hereof  which  would in any way limit the  benefits  and  protections
afforded to an Indemnitee  hereby shall be effective as to such  Indemnitee with
respect  to any  action  or  inaction  by such  Indemnitee  in the  Indemnitee's
Corporate Status prior to such amendment, alteration, rescission or replacement.

         B. Subrogation.  In the event of any payment under this Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee, who shall execute all documents required and take
all  action  necessary  to  secure  such  rights,  including  execution  of such
documents  as are  necessary to enable the Company to bring suit to enforce such
rights.

         C. Notices.  All notices,  requests,  demands and other  communications
hereunder shall be in writing and shall be deemed to have been duly given (i) if
delivered by hand,  by courier or by telegram and  receipted for by the party to
whom said  notice or other  communication  shall have been  directed at the time
indicated  on such  receipt;  (ii) if by  facsimile  at the  time  shown  on the
confirmation of such facsimile  transmission;  or (iii) if by U.S.  certified or
registered mail, with postage prepaid,  on the third business day after the date
on which it is so mailed:

         If to the Indemnitee, as shown with the Indemnitee's signature below.

         If to the Company to:

                  CNL American Realty Fund, Inc.
                  400 East South Street, Suite 500
                  Orlando, FL  32801
                  Attention:  President
                  Facsimile No. (___) ___-____

or to such other  address as may have been  furnished to the  Indemnitee  by the
Company or to the Company by the Indemnitee, as the case may be.

         D.  Governing  Law.  The  parties  agree that this  Agreement  shall be
governed by, and construed and enforced in accordance with, the substantive laws
of the State of Maryland, without application of the conflict of laws principles
thereof.


                                       13

<PAGE>



         E. Binding Effect. Except as otherwise provided in this Agreement, this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their heirs, executors,  administrators,  successors,  legal representatives
and  permitted  assigns.  The Company  shall  require any  successor or assignee
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of its  respective  assets or  business,  by  written
agreement  in form and  substance  reasonably  satisfactory  to the  Indemnitee,
expressly  to assume and agree to be bound by and to perform  this  Agreement in
the same  manner and to the same  extent as the  Company  would be  required  to
perform absent such succession or assignment.

         F.  Waiver.  No  termination,  cancellation,  modification,  amendment,
deletion,  addition or other change in this Agreement,  or any provision hereof,
or waiver of any right or remedy  herein,  shall be  effective  for any  purpose
unless  specifically set forth in a writing signed by the party or parties to be
bound thereby.  The waiver of any right or remedy with respect to any occurrence
on one  occasion  shall  not be deemed a waiver  of such  right or  remedy  with
respect to such occurrence on any other occasion.

         G. Entire Agreement.  This Agreement,  constitutes the entire agreement
and  understanding  among the parties  hereto in reference to the subject matter
hereof;  provided,  however,  that the  parties  acknowledge  and agree that the
Amended and Restated Articles of Incorporation of the Company contain provisions
on the subject  matter  hereof and that this  Agreement  is not intended to, and
does not, limit the rights or obligations of the parties hereto pursuant to such
instruments.

         H.       Titles.  The titles to the articles and sections of
this Agreement are inserted for convenience of reference only and
should not be deemed a part hereof or affect the construction or
interpretation of any provisions hereof.

         I.       Invalidity of Provisions.  Every provision of this
Agreement is severable, and the invalidity or unenforceability of
any term or provision shall not effect the validity or
enforceability of the remainder of this Agreement.

         J. Pronouns and Plurals.  Whenever the context may require, any pronoun
used in this Agreement shall include the  corresponding  masculine,  feminine or
neuter forms,  and the singular form of nouns,  pronouns and verbs shall include
the plural and vice versa.

         K.       Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together constitute one agreement binding on all the
parties hereto.

                                       14

<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


                       CNL AMERICAN REALTY FUND, INC.

                       By:  ___________________________
                       Name:  ________________________
                       Title:  _______________________


                       __________________, as INDEMNITEE

                       Name:  _________________________
                       Title:  ________________________
                       Address:  ______________________
                                         ----------------------
                       Facsimile No.: _________________



<PAGE>



                                    EXHIBIT A
                 FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED








The Board of Directors of CNL American
Realty Fund, Inc.

         Re:      Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

         This   undertaking   is  being   provided   pursuant  to  that  certain
Indemnification Agreement dated the ____ day of ______________, by and among CNL
American Realty Fund, Inc. and the undersigned  Indemnitee (the "Indemnification
Agreement"),  pursuant  to which I am  entitled  to  advancement  of expenses in
connection  with  [Description  of Proceeding]  (the  "Proceeding").  Terms used
herein and not  otherwise  defined  shall  have the  meanings  specified  in the
Indemnification Agreement.

         I am subject to the  Proceeding by reason of my Corporate  Status or by
reason of alleged actions or omissions by me in such capacity. During the period
of time to which the  Proceeding  relates I was  _____________________  [name of
office(s) held] of CNL American Realty Fund, Inc.  Pursuant to Section IV of the
Indemnification Agreement, the Company is obligated to reimburse me for Expenses
that are actually and  reasonably  incurred by or for me in connection  with the
Proceeding,  provided that I execute and submit to the Company an Undertaking in
which I (i)  undertake to repay any  Expenses  paid by the Company on my behalf,
together  with the  applicable  legal rate of interest  thereon,  if it shall be
ultimately  determined that I am not entitled to be indemnified  thereby against
such Expenses;  (ii) affirm my good faith belief that I have met the standard of
conduct  necessary  for  indemnification;  and  (iii)  reasonably  evidence  the
Expenses incurred by or for me.

             [Description of expenses incurred by or for Indemnitee]

         This letter shall constitute my undertaking to repay to the Company any
Expenses  paid by it on my behalf,  together with the  applicable  legal rate of
interest  thereon,  in  connection  with  the  Proceeding  if it  is  ultimately
determined  that I am not  entitled  to be  indemnified  with  respect  to  such
Expenses as set forth  above.  I hereby  affirm my good faith belief that I have
met the standard of conduct necessary for indemnification and that I am entitled
to such indemnification.



<PAGE>



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                                          Date