ASSIGNMENT

         THIS  ASSIGNMENT,  made as of July 1,  2000,  by and  between  CNL FUND
ADVISORS,  INC., a Florida corporation  ("Assignor") and CNL APF PARTNERS, LP, a
Delaware limited partnership ("Assignee").

                                   WITNESSETH:

         WHEREAS,   the  CNL  Investment   Company  entered  into  that  certain
Management  Agreement  dated  April 15,  1993 with CNL Income  Fund  XIII,  Ltd.
("Agreement"); and

         WHEREAS,  CNL  Investment  Company  assigned  its  rights,  duties  and
obligations under the Agreement to CNL Income Fund Advisors,  Inc. by Assignment
dated January 1, 1995; and

         WHEREAS, CNL Income Fund Advisors, Inc. assigned its rights, duties and
obligations  under the Agreement to CNL Fund Advisors,  Inc. by Assignment dated
October 1, 1995; and

         WHEREAS,  the  Assignor  desires  to  assign  its  rights,  duties  and
obligations under the Agreement to Assignee, and Assignee desires to accept such
assignment and assume Assignor's duties and obligations under the Agreement,  as
assigned.

         NOW, THEREFORE, the parties agree as follows:

1.       Assignment.  Assignor hereby assigns and transfers to Assignee,  all of
         Assignor's  rights,  title and interest in, to, and under the Agreement
         as  assigned.  Any funds or property  of CNL Income Fund XIII,  Ltd. in
         Assignor's  possession  shall be, or have been,  delivered  to Assignee
         upon the full execution of this Assignment.

2.       Acceptance  and  Assumption.  Assignee  hereby  accepts  the  foregoing
         assignment and further  hereby assumes and agrees to perform,  from and
         after July 1, 2000, all duties, obligations and responsibilities of the
         property manager arising under the Agreement.

3.       Representations.

         (a)  Assignor hereby represents and warrants to Assignee:

              (i)     that the Agreement is in full force and effect;

              (ii)    that Assignor has fully  performed all of its duties under
                      the Agreement through the date of this Assignment;

              (iii)   that  Assignor  has no notice or  knowledge  of any claim,
                      cost,   or   liability   (other   than   as   specifically
                      contemplated  under the Agreement,  all of which have been
                      satisfied or  discharged)  which arose under the Agreement
                      or which may arise after the date hereof; and

              (iv)    that  this  Assignment  has been  duly  authorized  by all
                      requisite  corporate action and has been properly executed
                      by a duly authorized officer of Assignor.

          (b) CNL Income  Fund XIII,  Ltd.  hereby  represents  and  warrants to
              Assignee that the Agreement is in full force and effect,  and that
              no defaults or violations of such  Agreement  exist as of the date
              of this Assignment.

         IN WITNESS  WHEREOF,  this  Assignment is executed the date above first
written.

                        ASSIGNOR:

                        CNL FUND ADVISORS, INC., a Florida corporation

                        By:  /s/ MICHAEL I. WOOD
                           -------------------------------------------------
                             Michael I. Wood, Executive Vice President


                        ASSIGNEE:

                        CNL APF PARTNERS, LP, a Delaware limited partnership

                        BY:     CNL APF GP Corp., a Delaware corporation, as its
                                general partner

                                 By:  /s/ JAMES M. SENEFF, JR.
                                    -----------------------------------------
                                      James M. Seneff, Jr., President



<PAGE>





                               CONSENT AND JOINDER

         CNL Income Fund XIII, Ltd. hereby consents to the foregoing  Assignment
and joins in such  agreement for the purpose of making the  representations  set
forth in subparagraph 3(b) thereof.

                      CNL Income Fund XIII, Ltd., a Florida limited partnership

                      BY:     CNL REALTY CORPORATION, a Florida corporation, as
                              General Partner

                              By:  /S/ ROBERT A. BOURNE
                                   ----------------------------
                                   Robert A. Bourne, President


                      BY:  /S/ JAMES M. SENEFF, JR.
                           ------------------------------------
                           James M. Seneff, Jr., General Partner


                      BY:  /S/ ROBERT A. BOURNE
                           ------------------------------------
                           Robert A. Bourne, General Partner