CNL INCOME FUND VII LTD
EXHIBIT 10-4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>assign-vii.txt
<DESCRIPTION>EXHIBIT 10-4
<TEXT>
                                   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  March 8,  1990  with CNL  Income  Fund  VII,  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 VII,  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 VII, 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 VII, 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 VII, 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




</TEXT>
</DOCUMENT>
