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                                                                     Exhibit 4.K

                           SIRROM CAPITAL CORPORATION
                  AMENDED AND RESTATED 1994 STOCK OPTION PLAN

     WHEREAS, the 1994 Stock Option Plan adopted by the Board of Directors of
Sirrom Capital Corporation by Action Taken On Written Consent of the Board of
Directors on November 18, 1994 is hereby amended and restated by the Stock 
Option Committee.

     1.   Purpose. The purpose of the Sirrom Capital Corporation 1994 Stock
Option Plan (the "Plan") is to advance the growth and prosperity of Sirrom
Capital Corporation (the "Company") by providing key employees with an
additional incentive to contribute to the best interests of the Company. Without
prejudice to other compensation programs approved from time to time by the Board
of Directors (the "Board") and/or shareholders of the Company, such additional
incentive is to be given key employees by means of stock options provided for
under the Plan.

     2.   Administration of the Plan.

         (a) The Plan shall be administered by a special Stock Option Committee
(the "Committee") comprised of at least two (2) members of the Company's Board 
of Directors who are "disinterested persons" as defined in Rule 16b-3 
promulgated under the Securities Exchange Act of 1934, as amended. The Board at 
any time may remove members from or add members to the Committee or may abolish 
the Committee and revest in the Board the administration of the Plan. Vacancies 
on the Committee, howsoever caused, shall be filled by the Board.

         (b) The Committee shall have the power, subject to, and within, the 
limits of the express provisions of the Plan:

             (i)   To determine from time to time which of the eligible
         persons shall be granted options under the Plan, the term of each 
         granted option, the time or times during the term of each option within
         which all or portions of each option may be exercised and the number of
         shares for which each option shall be granted.

             (ii)  To construe and interpret the Plan and options granted
         under it, and to establish, amend and revoke rules and regulations for
         its administration. The Committee, in the exercise of this power, shall
         generally determine all questions of policy and expediency that may
         arise and may correct and defect, omission or inconsistency in the Plan
         or in any option agreement in a manner and to the extent it shall deem
         necessary or expedient to make the Plan fully effective.

             (iii) To prescribe the terms and provisions of each option granted
         (which need not be identical).

             (iv)  To amend the Plan as provided herein.

             (v)   Generally, to exercise such powers and to perform such acts
         as are deemed necessary or expedient to promote the best interests of
         the Company.

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          (c)  The interpretation and construction by the Committee of any 
provisions of the Plan or of any option granted under it shall be final. No 
member of such Committee or of the Board shall be liable for any action or 
determination made in good faith with respect to the Plan or any option granted 
under it.

     3.   Eligible Employees.  The Committee shall determine from time to time 
those officers and key employees of the Company to whom options shall be 
granted and, pursuant to the provisions of the Plan, the amount thereof and the 
terms and conditions, including requirements as to continued employment by the 
participant, upon which such options or rights are granted and are exercisable. 
Directors of the Company who are not also employees of the Company shall not be 
eligible to participate in the Plan.

     4.   The Stock.  The stock subject to the options and other provisions of 
the Plan shall be shares of the Company's authorized and unissued Common Stock, 
or reacquired Common Stock held in the treasury. Subject to the provisions 
hereof concerning adjustment, the total number of shares of the Company's 
Common Stock that may be transferred pursuant to the exercise of stock options 
under the Plan shall not exceed in the aggregate 500,000 shares. Shares subject 
to options which terminate or expire prior to exercise shall be available for 
further option hereunder.

     5.   Terms and Conditions of Options.  All stock options granted pursuant 
to the Plan shall be in such form as the Committee shall from time to time 
determine and shall be subject to the following terms and conditions:

          (a)  Option Price.  The price per share for Common Stock under each 
option granted under the Plan shall be no less than 100% of the fair market 
value of the Common Stock on the date of grant of such option.


          (b)  Option Period.  The period during which an option may be 
exercised shall be determined by the Committee, provided, however, that in no 
event shall an option granted hereunder be exercisable after the expiration of 
10 years from the date such option was granted. Options may be made exercisable 
in installments, and such options or installments thereof may be exercised in 
part from time to time after they become exercisable. The maturity of any 
installment or installments may be accelerated at the discretion of the 
Committee. Options may be subject to a vesting schedule in the discretion of 
the Committee.

     In the event that a participant shall cease to be employed by the Company 
or one of its subsidiaries for any reason (including disability and retirement 
with the consent of the Company) other than his death, all options held by him 
pursuant to the Plan and not previously exercised at the date of such 
termination shall be exercisable for three months following the date of 
termination of the participant's employment, subject to the further condition, 
however, that no option shall be exercisable after the expiration of 10 years 
from the date it is granted. Whether termination of employment is due to 
disability or is to be considered retirement with the consent of the Company 
shall be determined by the Committee which determination shall be final and 
conclusive.


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     If the participant should die while in the employ of the Company or within 
a period of three months after the termination of his employment by retirement 
and shall not have fully exercised options granted under the Plan, such options 
may be exercised in whole or in part at any time within 12 months after the 
participant's death by the executors or administrators of the participant's 
estate or by any person or persons who shall have acquired the options directly 
from the participant by bequest or inheritance, subject to the condition that 
no option shall be exercisable after the expiration of 10 years from the date 
it is granted, and subject to the further condition that in the case of the 
grant of an option to an individual who, at the time of the grant, owns more 
than 10% of the total combined voting power of all classes of stock of the 
Company, in no event shall such option be exercisable more than five years from 
the date of the grant.

     The exercise of an option granted under the Plan shall not affect the 
optionee's right or ability to exercise any other option granted under the Plan 
or any other stock option plan of the Company or its subsidiaries.

          (c)  Holding Period.  Upon such time as the Company has a class of 
equity security registered under Section 12 of the Exchange Act, in order for 
the grant of an option under the Plan to be exempt from Section 16(b) of the 
Exchange Act, the optionee must make no disposition of the option (other than 
upon exercise) or the shares acquired pursuant to the exercise of the option, 
for a period of six months after the date of grant of such option.

     6.   Payment for Stock.  Payment for shares subject to options granted 
under the Plan shall be made by the optionee in the form of cash or by means of 
unrestricted shares of the Company's Common Stock or any combination thereof. 
Payment shall be made upon the exercise of the option. Payment in currency or 
by check, bank draft, cashier's check or postal money order shall be considered 
payment in cash. In the event of payment in the Company's Common Stock, the 
shares used in payment of the purchase price shall be considered payment to 
the extent of their fair market value on the date of exercise of the option. 
Upon the exercise of any option, the Company may, at the request of the 
optionee and subject to the approval of the Company's Board of Directors, lend 
to such optionee, as of the date of exercise, an amount equal to the exercise 
price of such option, provided that such loan (a) has a term of not more than 
ten years, (b) becomes due within sixty days after the recipient of the loan 
ceases to be an employee of the Company, (c) bears interest at a rate not less 
than the prevailing applicable federal rate at the time the loan is made, and 
(d) if fully collateralized at all times, which collateral may include 
securities issued by the Company. Loan terms and conditions may be changed by 
the Company's Board of Directors to comply with applicable regulations of the 
Internal Revenue Service and Securities and Exchange Commission.

     7.   Non-Assignability.  No option shall be transferable otherwise than by 
will or by the laws of descent and distribution and an option is exercisable 
during the lifetime of the optionee only by the optionee.

     8.   Adjustment Upon Changes in Stock.


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          (a)  The number of shares of Common Stock available for the granting
of options under the Plan and the number of shares and price per share of Common
Stock subject to outstanding options granted pursuant to the Plan may be
adjusted by the Committee in an equitable manner to reflect changes in the
capitalization of the Company, including, but not limited to, such changes as
result from merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares and change in corporate
structure. If any adjustment under this subparagraph 8(a) would create a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares available under the Plan and the number covered under any options granted
pursuant to the Plan shall be the next lower number of shares, rounding all
fractions downward.

          (b)  The Committee may provide in the terms of an option that, in the
event of: (1) a dissolution or liquidation of the Company; (2) a sale of all or
substantially all of the assets of the Company; (3) a merger or share exchange
in which the Company is not the surviving corporation; (4) other capital
reorganization in which more than fifty percent (50%) of the shares of the
Company entitled to vote are exchanged; or (5) such other corporate
reorganization as may be described by the Committee, any outstanding options
thereunder immediately shall be fully exercisable by an optionee.

          (c)  Any adjustment made by the Committee under this paragraph 8 shall
be conclusive and binding on all affected persons.

     9. Amendment.  The Board from time to time may amend this Plan, but except 
as provided above with respect to dilutions or other adjustments or mergers or 
share exchanges, or with the approval of the Company's shareholders, may not 
(a) increase the aggregate number of shares available for option hereunder, (b) 
change the price at which options may be granted, (c) extend the maximum period 
during which an option may be exercised, (d) materially increase the benefits 
accruing to participants under the Plan, or (e) materially change the 
eligibility requirements for options hereunder. Rights and obligations under 
any option granted before amendment of the Plan shall not be altered or 
impaired by amendment of the Plan, except with the consent of the person to 
whom the option was granted.

     10. Fair Market Value of Stock.    Whenever pursuant to the terms of the 
Plan the fair market value of the Company's Common Stock is required to be 
determined as of a particular date, such fair market value shall equal the last 
sale price of the Common Stock on the principal exchange on which the Common 
Stock is then listed, or if the Common Stock is not then listed on any 
exchange, on the National Association of Securities Dealers Automated Quotation 
National Market System ("NMS"), or, if price quotations for the Common Stock 
are not available on NMS, the mean between the closing bid and asked price of 
the Common Stock on the National Association of Securities Dealers Automated 
Quotation System ("NASDAQ"), or if no bid quotation is available on NASDAQ, the 
fair value of such Common Stock as determined by the Board, in each case, on 
the business day immediately preceding the date on which the determination is 
made.

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     11. No Rights as Shareholder.  A participant in the Plan shall have no 
rights as a shareholder with respect to any shares covered by his option until 
the date of the issuance of a stock certificate to him. No adjustment shall be 
made for dividends (ordinary or extraordinary, whether in cash, securities or 
other property) or distributions or other rights for which the record date is 
prior to the date such stock certificate is issued.

     12. Indemnification of Committee.  In addition to such other rights of 
indemnification as they may have as directors or as members of the Committee, 
the members of the Committee shall be indemnified by the Company against the 
reasonable expenses, including attorneys' fees actually and necessarily 
incurred in connection with the defense of any action, suit or proceeding, or 
in connection with any appeal therein, to which they or any of them may be a 
party by reason of any action taken or failure to act under or in connection 
with the Plan or any option granted thereunder, and against all amounts paid by 
them in settlement thereof (provided such settlement is approved by independent 
legal counsel selected by the Company) or paid by them in satisfaction of a 
judgment in any such action, suit or proceeding, except in relation to matters 
as to which it shall be adjudged in such action, suit or proceeding that such 
Committee member is liable for negligence or misconduct in the performance of 
his duties; provided that within 60 days after institution of any such action, 
suit or proceeding, the Committee member shall in writing offer the Company the 
opportunity, at its own expense, to handle and defend the same.

     13. Termination.  This Plan shall terminate ten years from the date on 
which the Board adopts this Plan or the shareholders of the Company approve the 
Plan, whichever is earlier, unless sooner terminated by action of the Board. No 
option may be granted hereunder after termination of the Plan, but such 
termination shall not affect the validity of any option then outstanding.

     14. Effective Date.  This Plan shall become effective upon adoption by the 
Board of Directors.

     15. Miscellaneous.

         (a)  No option may be issued if exercise of all warrants, options and 
rights of the Company outstanding immediately after issuance of such option 
would result in the issuance of voting securities in excess of twenty percent 
(20%) of the Company's outstanding voting securities.

         (b)  This plan and all actions taken by those acting for the Plan 
shall be governed by the laws of the State of Tennessee without regard to 
conflicts of law regulations.




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