EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into on the
5th of May 2003 by and  between  CNL  Franchise  Network  GP Corp.,  a  Delaware
corporation (the "Company"), and Curtis B. McWilliams ("Executive").

                              Preliminary Statement

         WHEREAS,  the Company is the general  partner of CNL Franchise  Network
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 the 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 ninety (90) 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 Chief  Executive
Officer  of  the   Company   and  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 as set  forth in  Attachment  "A".  Pending  the  Company's
approval,  the  Executive  may also be  entitled to  participate  in a long-term
compensation program to be implemented at a later date.

            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
fifteen (15) days of paid time off (PTO) per year.

         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.  For  purposes  of  this
Agreement,  "Disability"  is defined as the  inability,  by reason of illness or
other physical or mental incapacity or limitation, of Executive substantially 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;

            (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 job performance issues;

            (iii) A reduction in the Base Salary of the Executive not pertaining
to job performance  issues;

            (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  Franchise  Network  Corp.,  a Delaware
corporation  ("CFNC"), of all or substantially all of its assets to an acquiring
person or entity that is not an affiliate of the Company,  Finco,  CFNC,  or CNL
American Properties Fund, Inc., a Maryland  corporation ("APF"); (B) the closing
of any sale by APF of all or a  majority  of the shares of stock of CFNC that it
owns to an  acquiring  person or entity that is not an affiliate of the Company,
Finco,  CFC,  or APF;  or (C) the  closing of any sale by the  holders of common
stock of APF of an amount of common  stock that  equals or exceeds a majority of
the shares of common stock of APF immediately  prior to such closing to a person
or entity 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
APF 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: (i) any accrued
but unpaid Base Salary and vacation 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. In addition, any stock that would otherwise vest during the next
twelve (12) months  under any Company  stock bonus plan,  phantom  stock plan or
stock option plan shall become  immediately vested and remain exercisable for no
more than ninety (90) days following termination or, if shorter, for the balance
of the regular term of the stock options.

            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 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 with the business enterprises
in which the  Company  or any of its  current  or future  subsidiaries,  parent,
partners,  or  affiliates  (collectively,  the  "Benefited  Persons") are now or
during Executive's  employment become engaged in any and all states in which the
Company 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  Company  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 of any of the covenants  contained in Section 7
of this Agreement will cause  irreparable  harm and damage to the Company and/or
any other  Benefited  Person,  the  monetary  amount  of which may be  virtually
impossible to ascertain.  Accordingly,  Executive  acknowledges that the Company
and/or any other  Benefited  Person  affected shall be entitled to an injunction
from any court of competent jurisdiction enjoining and restraining any violation
of said covenants by Executive or any of his affiliates, associates, partners or
agents,  either directly or indirectly,  and that such right to injunction shall
be  cumulative  and in  addition  to other  remedies  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 7, 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,
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:

         Curtis B. McWilliams
         970 Via Lugano
         Winter Park, Florida  32789

         If to Company:

         CNL Franchise Network GP Corp.
         450 South Orange Avenue
         Orlando, Florida 32801
         Attn: James M. Seneff, Jr.

         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.  This Agreement shall be for the benefit
of  and  binding  upon  the  parties  and  their  respective   heirs,   personal
representatives, legal representatives,  successors and assigns. If Executive is
transferred  to an  affiliate of the Company,  such  affiliate  will assume this
Agreement  and  upon  assumption  shall  be  deemed  "the  Company"  under  this
Agreement.

         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.

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




                                                "Executive"




/s/Kathleen Riddle                               /s/ Curtis B. McWilliams
-------------------------------------            ------------------------
Witness                                          Curtis B. McWilliams

                                                 "Company"

                                                 CNL Franchise Network GP Corp.,
                                                 a Delaware corporation


/s/Kathleen Riddle                               By:/s/ James M. Seneff, Jr.
-------------------------------------            -------------------------
Witness                                          Title: Chief Executive Officer







<PAGE>

                  EMPLOYMENT AGREEMENT OF CURTIS B. MCWILLIAMS

                                 ATTACHMENT "A"



         1. Base Salary: During the term of employment, the Company shall pay to
the Executive a base salary of $300,000.00 per year.

         2.  Annual  Bonus  Compensation:  Executive  may receive  annual  bonus
compensation   targeted  at  fifty  percent  (50%)  of  the   Executive's   base
compensation with a maximum bonus of two (2) times the target ($300,000.00).

         3.  Long-Term   Compensation:   Pending  the  Company's  approval,  the
Executive may be entitled to participate in a long-term  compensation program to
be implemented at a later date.