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  December  9,  1988  with CNL  Income  Fund V, 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 V, 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 V,  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 V, 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 V, 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