EXHIBIT 5
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, each of the persons named below agrees to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the common stock, par value $.01 per
share, of Franchise Finance Corporation of America, a Delaware corporation,
and further agrees that this Joint Filing Agreement be included as an
exhibit to such filings provided that, as contemplated by Section 13d-
1(f)(l)(ii), no person shall be responsible for the completeness or
accuracy of the information concerning the other persons making the filing,
unless such person knows or has reason to believe that such information is
inaccurate. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
Dated: March 23, 1998
By: /s/ XXXXXX X. XXXXXXX, XX.
_____________________________
Xxxxxx X. Xxxxxxx, Xx.
By: /s/ XXXXXX X. XXXXX
___________________________
Xxxxxx X. Xxxxx
COLONYGP III, Inc.,
a Delaware corporation,
By: /s/ XXXXXX X. XXXXX
_________________________
Xxxxxx X. Xxxxx
President
COLONY CAPITAL III, L.P.,
a Delaware limited partnership,
By: ColonyGP III, Inc.,
a Delaware corporation,
its general partner
By: /s/ XXXXXX X. XXXXX
________________________
Xxxxxx X. Xxxxx
President
COLONY INVESTORS III, L.P.,
a Delaware limited partnership,
By: Colony Capital III, L.P.,
a Delaware limited partnership,
its general partner
By: ColonyGP III, Inc.,
a Delaware corporation,
its general partner
By: /s/ XXXXXX X. XXXXX
_________________________
Xxxxxx X. Xxxxx
President
COLONY SB, LLC,
a Delaware limited liability company,
By: Colony Investors III, L.P.,
a Delaware limited partnership,
its sole and managing member
By: Colony Capital III, L.P.,
a Delaware limited partnership,
its general partner
By: ColonyGP III, Inc.,
a Delaware corporation,
its general partner
By: /s/ XXXXXX X. XXXXX
__________________________
Xxxxxx X. Xxxxx
President