CNL INCOME FUND III LTD
CNL INCOME FUND III, LTD.   ASSIGNMENT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>if3.txt
<DESCRIPTION>CNL INCOME FUND III, LTD.   ASSIGNMENT
<TEXT>
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                                  EXHIBIT 10.5









<page>
                                   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 Property
Management  Agreement  dated  August  10,  1987 with CNL Income  Fund III,  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
January 1, 2002; 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 III,  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 III, 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 III, 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 III, Ltd., a Florida limited
                                   partnership



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




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