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                                  EXHIBIT 10.5





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                                   ASSIGNMENT

         THIS  ASSIGNMENT,  made as of January 1, 2002,  by and  between CNL APF
PARTNERS,  LP, a Delaware limited  partnership  ("Assignor") and CNL RESTAURANTS
XVIII, INC., a Florida corporation ("Assignee").

                                   WITNESSETH:

         WHEREAS,   the  CNL  Investment   Company  entered  into  that  certain
Management  Agreement  dated  December  9, 1988 with CNL  Income  Fund VI,  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,  CNL Fund  Advisors,  Inc.  assigned  its  rights,  duties and
obligations under the Agreement to CNL APF Partners, LP by Assignment dated July
1, 2000; 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 VI,  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
January 1, 2002, 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 VI, 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 APF PARTNERS, LP, a Delaware limited
                               partnership

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


                                   By:/s/ Michael I. Wood
                                      -----------------------------------------
                                      Michael I. Wood, Chief Operating Officer
                                      and Executive Vice President


                               ASSIGNEE:

                               CNL RESTAURANTS XVIII, INC., a Florida
                               corporation


                               By:/s/ Barry L. Goff
                                  ---------------------------------------------
                                  Barry L. Goff, President











                               CONSENT AND JOINDER

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



                                BY: /s/ Robert A. Bourne
                                   --------------------------------------------
                                   Robert A. Bourne, General Partner