CNL INCOME FUND XII LTD
CNL INCOME FUND XII, LTD.   ASSIGNMENT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>if12.txt
<DESCRIPTION>CNL INCOME FUND XII, LTD.   ASSIGNMENT
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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  October  8, 1992 with CNL  Income  Fund XII,  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 XII,  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 XII, 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 XII, 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 XII, Ltd., a Florida limited
                                  partnership



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




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