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                                                                    EXHIBIT 4.M


                           SIRROM CAPITAL CORPORATION

                              AMENDED AND RESTATED
                        1996 INCENTIVE STOCK OPTION PLAN



SECTION 1. PURPOSE; DEFINITIONS.

     (a) PURPOSE. The purpose of the Plan is to advance the growth and
prosperity of the Company by providing key employees with an additional
incentive to contribute to the best interests of the Company and its
Subsidiaries, and strengthen the mutuality of interests between such individuals
and the Company's shareholders, by offering such key employees Options with
respect to shares of Common Stock of the Company. The creation of the Plan shall
not diminish or prejudice other compensation programs approved from time to time
by the Board.

     Except as otherwise provided herein, Options granted under the Plan are
intended to qualify as Incentive Stock Options under Section 422 of the Code.

     (b) DEFINITIONS. For purposes of the Plan, the following terms are defined
         as set forth below:

     (i)    "Board" means the Board of Directors of the Company.

     (ii)   "Cause" has the meaning provided in Section 5(b)(v) of the Plan.

     (iii)  "Common Stock" means the Company's Common Stock, without par value.

     (iv)   "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

     (v)    "Commission" means the Securities and Exchange Commission.

     (vi)   "Committee" has the meaning provided in Section 2 of the Plan.

     (vii)  "Company" means Sirrom Capital Corporation, a corporation organized
under the laws of the State of Tennessee, or any successor corporation.

     (viii) "Current Market Value" means 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 Committee, in each case, on the date the determination is
made, or if such day is not a business day, the business day immediately
preceding the date on which the determination is made.

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     (ix) "Disability" means disability as determined under the Company's 
long-term disability insurance policy or, if there is no such definition, as 
reasonably determined by the Committee.

     (x) "Disinterested Person" has the meaning set forth in Rule 
16b-3(c)(2)(i) as promulgated by the Commission under the Exchange Act, or any 
successor definition adopted by the Commission.

     (xi) "Early Retirement" means retirement, for purposes of this Plan with 
the express consent of the Company at or before the time of such retirement, 
from active employment with the Company and any Subsidiary prior to age 65, in 
accordance with any applicable early retirement policy of the Company then in 
effect.

     (xii) "Exchange Act" means the Securities Exchange Act of 1934, as amended 
from time to time, and any successor thereto.

     (xiii) "Incentive Stock Option" means any Option granted under the Plan 
that qualifies as an "Incentive Stock Option" within the meaning of Section 422 
of the Code.

     (xiv) "Non-Qualified Stock Option" means any Option that is not an 
Incentive Stock Option.

     (xv) "Normal Retirement" means retirement from active employment with the 
Company and any Subsidiary or Affiliate on or after age 65.

     (xvi) "Option" means any option to purchase shares of Common Stock granted 
pursuant to Section 5 below.

     (xvii) "Plan" means this Sirrom Capital Corporation 1996 Incentive Stock 
Option Plan, as amended from time to time in accordance herewith.

     (xviii) "Retirement" means Normal Retirement or Early Retirement.

     (xix) "Subsidiary" means any corporation (other than the Company) in an 
unbroken chain of corporations beginning with the Company if each of the 
corporations (other than the last corporation in the unbroken chain) owns stock 
possessing 50% or more of the total combined voting power of all classes of 
stock in one of the other corporations in the chain.

SECTION 2. Administration.

     (a) The Committee. The Plan shall be administered by a special Stock 
Option Committee (the "Committee") of not less than two Disinterested Persons, 
who shall be appointed by the Board and who shall serve at the pleasure of the 
Board. The functions of the Committee specified in the Plan may be exercised by 
an existing Committee of the Board composed exclusively of Disinterested 
Persons.



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     (b)  Authority of the Committee. 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 Option, and the
          number of shares for which each Option shall be granted.

          (ii) To determine the terms and conditions, not inconsistent with the
          terms of the Plan, of any award granted hereunder (including, but not
          limited to, the time or times during the term of each Option within
          which all or portions of each Option may be exercised and any
          restriction or limitation, or any vesting, acceleration of vesting or
          waiver of forfeiture restrictions regarding any Option, based in each
          case on such factors as the Committee shall determine, in its sole
          discretion) and to amend or waive any such terms and conditions to the
          extent permitted by Section 6 hereof.

          (iii) 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 any 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.

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

     All decisions made by the Committee pursuant to the provisions of the Plan 
shall be made in the Committee's sole discretion and shall be final and binding 
on all persons, including the Company and Plan participants. No members of the 
Committee or 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.

SECTION 3. Shares of Common Stock Subject to Plan.

     (a) Shares of Common Stock Reserved Upon Plan. The aggregate number of 
shares of Common Stock reserved and available for distribution under the Plan 
shall be 5,707,098 shares. Such shares of Common Stock may consist, in whole or 
in part, of authorized and unissued shares or treasury shares.

     If any Option expires or is forfeited without exercise, the shares of 
Common Stock subject to such Option immediately prior to its expiration or 
forfeiture shall again be available for distribution in connection with future 
awards under the Plan.

     (b) Adjustment Upon Changes in Stock. 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,


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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 
Section 3(b) 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. In the event of any dispute 
as to any substitution or adjustment made under this Section 3(b), the decision 
of the Committee shall be final and binding on all persons, including the 
Company and Plan participants.

     (c)  ACCELERATION ON THE OCCURRENCE OF CERTAIN EVENTS.  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.

SECTION 4.  ELIGIBILITY.

     Officers and other key employees of the Company and its Subsidiaries (but 
excluding members of the Committee and any person who serves only as a director 
or who is an officer but not an employee of either the Company or one of its 
Subsidiaries) who are responsible for or contribute to the management, growth 
or profitability of the business of the Company and its Subsidiaries are 
eligible to be granted Options under the Plan.

SECTION 5.  OPTIONS.

     (a)  ADMINISTRATION. Any Option granted under the Plan shall be in such 
form as the Committee may from time to time approve and, except as otherwise 
provided in Section 5(b)(xi) below, shall clearly indicate that such Option is 
intended to qualify as an Incentive Stock Option under Section 422 of the Code.

     (b)  TERMS AND CONDITIONS.  Options granted under the Plan shall be 
subject to the following terms and conditions and shall contain such additional 
terms and conditions, not inconsistent with the terms of the Plan, as the 
Committee shall deem desirable. The provisions of Options need not be the same 
with respect to each recipient or each award.

          (i)  Option Price.  The option price per share of Common Stock 
     purchasable under an Option shall be determined by the Committee at 
     the time of grant but shall be not less than 100% (or, in the case of
     any employee who owns stock possessing more than 10% of the total combined 
     voting power of all classes of stock of the Company or of any of its 
     subsidiary or parent corporations, not less than 110%) of the Current 
     Market Value of the Common Stock at grant. The day on which the Committee
     approves the granting of an Option to a particular individual shall be 
     considered the date on which such Option is granted, except that if an 
     Option is granted to a prospective employee conditioned on his or 


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her acceptance of an offer of employment, the date the employment relationships 
commences shall be deemed to be the date of grant.

     (ii)  Option Term. The term of each Option shall be fixed by the Committee,
but no Option shall be exercisable more than ten years (or, in the case of an 
employee who owns stock possessing more than 10% of the total combined voting 
power of all classes of stock of the Company or any of its subsidiary or parent 
corporations, more than five years) after the date the Option is granted.

     (iii) Exercisability. Options shall be exercisable at such time or times 
and subject to such terms and conditions as shall be determined by the 
Committee at or after grant. The Committee may provide that an Option shall 
vest over a period of future service at a rate specified at the time of grant, 
or that the Option is exercisable only in installments. If the Committee 
provides, in its sole discretion, that any Option is exercisable only in 
installments, the Committee may waive such installment exercise provisions at 
any time at or after grant in whole or in part, based on such factors as the 
Committee shall determine, in its sole discretion. The Committee may condition 
the exercise of any Option upon the attainment of specified performance goals 
or other factors as the Committee may determine, in its sole discretion. Unless 
specifically provided in the Option agreement, any such conditional Option 
shall vest immediately prior to its expiration if the conditions to exercise 
have not therefore been satisfied.

     (iv)  Method of Exercise. Subject to whatever installment or other 
exercise restrictions apply under Section 5(b)(iii) hereof, Options may be 
exercised in whole or in part at any time during the option period, by giving 
written notice of exercise to the Company specifying the number of shares to be 
purchased.

     (v)   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 Common Stock already owned by the optionee or any 
combination of cash and any such unrestricted shares of Common Stock. 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 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) is 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 the Commission.

     (vi)  Non-Transferability of Options. No Option shall be transferable by 
the optionee otherwise than by will or by laws of descent and distribution, and 
all Options 

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shall be exercisable, during the optionee's lifetime, only by the optionee.
Notwithstanding the foregoing, the Committee shall have the authority to permit
transfer of options to family members or trusts established for the benefit of
family members in accordance with federal income tax laws.

     (vii)  Termination by Death. If an optionee's employment by the Company
terminates by reason of death, any Option held by such optionee may thereafter
be exercised, to the extent it was exercisable at the time of death (or to any
greater extent determined by the Committee in its sole and absolute discretion),
by the legal representative of the estate or by the legatee of the optionee
under the will of the optionee, for a period of one year (or such shorter period
as the Committee may specify at grant) from the date of such death or until the
expiration of the stated term of such Option, whichever period is the shorter.

     (viii) Termination by Reason of Disability. If an optionee's employment by
the Company and any Subsidiary terminates by reason of Disability, any Option
held by such optionee may thereafter be exercised by the optionee, to the extent
it was exercisable at the time of termination (or to any greater extent
determined by the Committee in its sole and absolute discretion), for a period
of one year from the date of termination of employment or until the expiration
of the stated term of such Option, whichever period is the shorter.

     (ix)   Termination by Reason of Retirement. Subject to Section 5(b)(xi)(C)
hereof, if an optionee's employment by the Company terminates by reason of
Normal or Early Retirement, any Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of such
Retirement (or to any greater extent determined by the Committee in its sole and
absolute discretion), for a period of three months from the date of such
termination of employment or the expiration of the stated term of such Option,
whichever period is the shorter.

     (x)    Other Termination. Subject to Section 5(b)(xi)(C) hereof, if an
optionee's employment by the Company is involuntarily terminated for any reason
other than death, Disability or Normal or Early Retirement, the Option shall
thereupon terminate, except that such Option may be exercised, to the extent
otherwise than exercisable (or to any greater extent determined by the Committee
in its sole and absolute discretion), for the lesser of three months or the
balance of such Option's term if the involuntary termination is without Cause.
For purposes of this Plan, "Cause" means (A) a felony conviction of a
participant or the failure of a participant to contest prosecution for a felony,
or (B) a participant's willful misconduct or dishonesty, which is directly and
materially harmful to the business or reputation of the Company or any
Subsidiary. If an optionee voluntarily terminates employment with the Company
(except for Disability, or Normal or Early Retirement), the Option shall
thereupon terminate; provided, however, that the Committee at grant may extend
the exercise period in this situation for the lesser of three months or the
balance of such Option's term.

     (xi)   Qualification as Incentive Stock Options. Anything in the Plan to
the contrary notwithstanding, no term of this Plan relating to Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to


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disqualify the Plan under Section 422 of the Code, or, without the consent of
the optionee(s) affected, to disqualify any Option under such Section 422.

     No Option shall be granted to any participant under the Plan if such grant 
would cause the aggregate Current Market Value (as of the date the Option is 
granted) of the shares of Common Stock with respect to which all Options that 
are exercisable for the first time by such optionee during any calendar year 
(under all such plans of the Company and any Subsidiary) to exceed $100,000; 
provided, however, that the Committee may grant such an Option if the optionee 
so consents and acknowledges that such Option will not qualify as an Incentive 
Stock Option under Section 422 of the Code.

     To the extent permitted under Section 422 of the Code or the applicable 
regulations thereunder or any applicable Internal Revenue Service pronouncement:

               (A)  if the exercise of an Option is accelerated pursuant to
          Section 3(c) hereof, any portion of such Option that is not
          exercisable as an Incentive Stock Option under Section 422 of the Code
          by reason of the $100,000 limitation contained in Section 422(d) of
          the Code shall be treated as a Non-Qualified Stock Option;

               (B)  if for any other reason the portion of any Option that is
          otherwise exercisable without regard to the $100,000 limitation
          contained in Section 422(d) of the Code, is greater than the portion
          of such Option that is immediately exercisable as an Incentive Stock
          Option under Section 422 of the Code, such excess shall be treated as
          a Non-Qualified Stock Option;

               (C)  if an Option cannot be exercised following termination of
          employment (other than for Cause) as a result of the provisions of
          Section 5(b)(ix) or Section 5(b)(x) hereof, the Committee in its sole
          and absolute discretion shall have the right to extend the
          exercisability of the Option for a period of up to one year following
          termination of employment, and the Option shall thereupon be treated
          as a Non-Qualified Stock Option to the extent required under Section
          422 of the Code; and

               (D)  the Committee shall have the right, with the consent of the
          optionee, to treat an Option that cannot be exercised, for any other
          reason, as an "incentive stock option" under Section 422 of the Code
          as a Non-Qualified Stock Option.

          (xii)     Employment by a Subsidiary. For purposes of this Section 5,
     employment by a Subsidiary shall be deemed to be employment by the Company
     and transfers of employment status between the Company and any Subsidiary,
     or between two Subsidiaries, shall not be deemed to be a termination of
     employment.

     (c)  NO PREJUDICE TO OTHER RIGHTS. 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.

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     (d)  LIMITATIONS ON DISPOSITION.   To obtain tax benefits associated with 
Incentive Stock Options, the optionee must make no disposition of shares 
acquired pursuant to the exercise of an Incentive Stock Option within two years 
from the granting of such Incentive Stock Option or within one year from the 
date of the exercise of such Incentive Stock Option.

     (e)  HOLDING PERIOD.     An optionee who is subject to Section 16(a) of the
Exchange Act must make no disposition of any shares acquired pursuant to the
exercise of the Option for a period of six months after the date of grant of
such option. The shares of Common Stock acquired pursuant to any Option that is
exercisable only upon the occurrence of certain conditions (other than the
passage of time or continued employment) shall not be transferable for a period
of six months after the date the Option first became exercisable.

SECTION 6.     AMENDMENTS.

     The Board may amend, alter, or discontinue the Plan, but no amendment, 
alteration, or discontinuation shall be made which would impair the rights of 
an optionee under an Option, theretofore granted, without the optionee's 
consent except as provided in Section 3(b) of the Plan. In addition, no 
amendment or alteration shall be made without the approval of the Company's 
shareholders, if such amendment or alteration would:

     (a)  except as provided in Section 3(b) of the Plan, increase the total
     number of shares of Common Stock reserved for the purpose of the Plan;

     (b)  change the exercise 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 modify the requirements as to eligibility for participation
     in the Plan.

     The Committee may amend the terms of any Option or other award theretofore 
granted, prospectively or retroactively, but, subject to Section 3(b) above, no 
such amendment shall impair the rights of any holder without the holder's 
consent. The Committee may also substitute new Options for previously granted 
Options (on a one for one or other basis), including previously granted Options 
having higher Option exercise prices.

     Subject to the above provisions, the Board shall have broad authority to 
amend the Plan to take into account changes in applicable securities and tax 
laws and accounting rules, as well as other developments.

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     SECTION 7. GENERAL PROVISIONS.

          (a) SECURITIES LAW RESTRICTIONS. The Committee may require each 
person purchasing shares of Common Stock pursuant to an Option under the Plan 
to represent to and agree with the Company in writing that the optionee or is 
acquiring the shares without a view to distribution thereof. The certificates 
for such shares may include any legend which the Committee deems appropriate to 
reflect any restrictions on transfer.

          All certificates for shares of Common Stock or other securities 
delivered under the Plan shall be subject to such stock-transfer orders and 
other restrictions as the Committee may deem advisable under the rules, 
regulations, and other requirements of the Commission, any stock exchange upon 
which the Common Stock is then listed, and any applicable Federal or state 
securities law, and the Committee may cause a legend or legends to be put on 
any such certificates to make appropriate reference to such restrictions.

          (b) NO RIGHT TO CONTINUED EMPLOYMENT. The adoption of the Plan shall
not confer upon any employee of the Company or any Subsidiary any right to
continued employment with the Company or a Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or a Subsidiary to
terminate the employment of any of its employees at any time.

          (c) WITHHOLDING. No later than the date as of which an amount first 
becomes includible in the gross income of the participant for Federal income 
tax purposes with respect to any Option under the Plan, the participant shall 
pay to the Company, or make arrangements satisfactory to the Committee 
regarding the payment of, any Federal, state, or local taxes of any kind 
required by law to be withheld with respect to such amount. The obligations of 
the Company under the Plan shall be conditional on such payment or arrangements 
and the Company and its Subsidiaries shall, to the extent permitted by law, 
have the right to deduct any such taxes from any payment of any kind otherwise 
due to the participant.

          (d) GOVERNING LAW. The Plan and all awards made and actions taken 
thereunder shall be governed by and construed in accordance with the laws of 
the State of Tennessee, without regard to the principles of conflicts of law 
thereof.

          (e) LIABILITY AND INDEMNIFICATION OF BOARD AND COMMITTEE MEMBERS. The 
members of the Committee and the Board shall not be liable to any employee or 
other person with respect to any determination made hereunder in a manner that 
is not inconsistent with their legal obligations as members of the Board. 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 
attorney's 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

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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.

     (f)  NO RIGHTS AS SHAREHOLDER. A participant in the Plan shall have no 
rights as a shareholder with respect to any shares covered by an Option until 
the date of the issuance of a stock certificate to such participant. 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, except 
as otherwise provided in Section 3(b) hereof.

     (g)  TWENTY PERCENT LIMITATION. 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.

     (h)  INVESTMENT COMPANY ACT LIMITATION. No Option granted hereunder shall 
violate the provisions of the Investment Company Act of 1940, as amended.

Section 9.     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.

Section 10.    Shareholder Approval

     This Plan shall become effective upon (a) adoption by the Board of 
Directors, and (b) approval of the Plan by the shareholders of the Company. 
Approval by the shareholders must occur during the period beginning 12 months 
before and ending 12 months after the date of this Plan is adopted by the Board.


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