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