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                                                                    Exhibit 4.L


                           SIRROM CAPITAL CORPORATION

                              AMENDED AND RESTATED

               1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


1.   Purpose
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     The purposes of this Plan are to advance the interests of the Company and
its shareholders by attracting and retaining the highest quality of experienced
persons as Outside Directors and to align the interests of the Outside Directors
more closely with the interests of the Company's shareholders.

2.   Definitions
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     For purposes of this Plan, the following terms shall have the meanings
indicated below:

     (a) "Board" shall mean the Board of Directors of the Company.

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

     (c) "Committee" shall mean those members of the Board that are not eligible
         to participate in this Plan.

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

     (e) "Disability" means permanent and total disability within the meaning of
         Section 22(e)(3) of the Code, as determined by the Committee.

     (f) "Exercise Date" shall mean the date on which the Company receives the
         notice of exercise of an Option from an Optionee as set forth in
         Section 7(b).

     (g) "Current Market Value" shall mean, as of a given date, (i) the average
         of the bid and asked prices for the Stock at closing on The Nasdaq
         Stock Market's National Market for the last preceding date on which
         there was a sale of the Stock, or (ii) if the Stock is no longer
         authorized for quotation on The Nasdaq Stock Market's National Market,
         the then

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          current net asset value of a share of Stock as determined by the
          Committee in good faith.

     (h)  "Option" shall mean an option granted to an Outside Director pursuant
          to this Plan.

     (i)  "Optionee" shall mean an Outside Director who has been granted an 
          Option pursuant to this Plan.

     (j)  "Outside Director" shall mean any member of the Board who has not 
          served as an employee of the Company at any time during the two-year
          period preceding the date on which an Option is granted to such
          Optionee.

     (k)  "Plan" shall mean this Amended and Restated Sirrom Capital Corporation
          1995 Stock Option Plan for Non-Employee Directors, as adopted by the
          Board (subject to the approvals described in Section 10) on December
          19, 1997.

     (l)  "Stock" shall mean the Common Stock, no par value, of the Company.

3.   ADMINISTRATION

     This Plan shall be administered by the Committee. The Committee is 
authorized to interpret this Plan and may from time to time adopt such rules 
and regulations, not inconsistent with the provisions of this Plan, as it may 
deem advisable to carry out this Plan; provided, however, that the Committee 
shall have no discretion with respect to designating the recipient of an 
Option, the number of shares of Stock that are subject to an Option or the per 
share exercise price for an Option. All decisions made by the Committee in 
construing the provisions of this Plan shall be final.

     The Company intends that this Plan shall comply with the requirements of 
Rule 16b-3 of the Securities Exchange Act of 1934. Should any provision of this 
Plan not comply with the requirements of such Rule (as the same may be 
amended), the Board may amend this Plan to add to or modify the provisions of 
this Plan accordingly.

4.   ELIGIBILITY

     Each Outside Director shall be eligible to participate in this Plan.


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5.        STOCK SUBJECT TO THIS PLAN

          Subject to adjustment as provided in Section 9, not more than 246,000 
shares of Stock may be issued with respect to the Options granted under this 
Plan. Such shares that are reserved for issuance under this Plan are authorized 
but unissued shares of Stock. Shares of Stock subject to an Option shall, upon 
the expiration or termination of any such Option to the extent unexercised, 
again be available for grant under this Plan.

6.        GRANT OF OPTIONS

          (a) Initial Grants

          Except for John A. Morris, Jr., M.D., each director who is an Outside 
Director as of April 19, 1996 (the "Initial Effective Date"), shall 
automatically, as of the Initial Effective Date, be granted an award of Options 
under this Plan as follows: (i) each Outside Director who was elected to the 
Company's Board of Directors before December 1, 1994 shall automatically 
receive an Option grant for the purchase of 18,000 shares of Stock (subject to 
adjustment as provided in Section 9); and (ii) each Outside Director who was 
elected to the Company's Board of Directors after December 1, 1994, but prior 
to the date of adoption of this Plan by the Board, shall automatically receive 
an Option grant for the purchase of 12,000 shares of Stock (subject to 
adjustment as provided in Section 9). Each Outside Director elected after the 
Initial Effective Date shall automatically receive as of the date of his or her 
election to the Board of Directors an Option grant for the purchase of 6,000 
shares of Stock (subject to adjustment as provided in Section 9).

          (b) Grants Upon Re-election

          Except for John A. Morris, Jr., M.D., (i) each Outside Director who 
was re-elected to the Company's Board of Directors on April 4, 1997 shall 
automatically receive on the Effective Date (as defined in Section 10) an 
Option grant for the purchase of 2,000 shares of Stock (subject to adjustment 
as provided in Section 9); and (ii) each Outside Director who is re-elected to 
the Company's Board of Directors in the future, commencing with the annual 
meeting of shareholders of the Company in 1998, shall automatically receive, as 
of the date of his or her re-election to the Board of Directors, an Option 
grant for the purchase of 2,000 shares of Stock (subject to adjustment, as 
provided in Section 9).

          (c) Exercise Price

          The exercise price of each Option granted under this Plan shall be 
the Current Market Value on the date of grant.


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7.   TERMS AND CONDITIONS OF OPTIONS
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     (a)  Term
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          Subject to the provisions hereof, options shall vest on the first 
          anniversary of the date of grant and shall be exercisable in whole or 
          part at any time upon fulfillment of the vesting period. In no event 
          may an Option be exercised after ten years from the date of grant.

          In the event of the death or Disability of an Optionee during his 
          service as a director, all his unexercised Options shall immediately 
          become exercisable and may be exercised (by his personal 
          representative in the event of such death) for a period of three 
          years following the date of such death or one year following the date
          of such Disability, but in no event after the respective expiration 
          dates of such Options. In the event of the termination of an 
          Optionee's service as a director for cause, any Options held by him 
          under this Plan not theretofore exercised shall terminate immediately 
          upon such termination of service as a director and may not be 
          exercised thereafter, unless otherwise determined by the Committee. 
          The Committee in its sole discretion may determine that an Optionee's 
          service as a director was terminated for cause, if it finds that the 
          Optionee willfully violated any of the Company's policies on ethical 
          business conduct or engaged in any activity or conduct during his 
          service as a director which was inimical to the best interests of the 
          Company. If an Optionee's service as a director is terminated for any 
          reason other than by his death or Disability or by the Company for 
          cause, his Options, to the extent then exercisable, may be exercised 
          within one year immediately following the date of termination, but in 
          no event after the respective expiration dates of such Options.

     (b)  Exercise of Options
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          An Option shall be exercised by delivering to the Corporate Secretary 
          of the Company a written notice of exercise in the form prescribed by 
          the Corporate Secretary for use from time to time. Such notice of 
          exercise shall indicate the number of shares for which the Option is 
          to be exercised and shall be accompanied by the full exercise price 
          for the portion of the Option to be exercised.

     (c)  Form of Payment
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          The exercise price may be paid in cash (including certified or 
          cashier's check, bank draft or money order), Stock which is free and 
          clear of all liens, claims or other encumbrances by third parties, or 
          a combination of Stock and cash. The Stock so delivered shall be 
          valued at the Current Market Value as of the 

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          Exercise Date. No shares of Stock shall be issued or delivered until
          full payment therefor has been made.

     (d)  Non-Transferability

          No Option shall be assignable or transferable by the Optionee, except
          by will or pursuant to applicable laws of descent and distribution.
          During the life of an Optionee, an Option shall be exercisable only by
          such Optionee or such Optionee's legal representative.

     (e)   No Rights as Shareholders

          Neither an Optionee nor an Optionee's legal representative shall have
          any rights as shareholders of the Stock unless and until certificates
          for shares of Stock are registered in his or her name in satisfaction
          of a duly exercised Option.

8.   WITHHOLDING TAXES

     Whenever the Company grants, issues or transfers shares of Stock under 
this Plan, the Company shall have the right to require the Optionee to remit to 
the Company an amount sufficient to satisfy any federal, state and local 
withholding tax requirements prior to the delivery of any certificate for such 
shares. The Company shall have the right to retain sufficient shares of Stock 
to cover the amount of any tax required by any government to be withheld or 
otherwise deducted or paid with respect to the exercise of the Options. The 
Stock so retained shall be valued at the Current Market Value as of the date of 
such retention.

9.   CAPITAL ADJUSTMENTS AND CORPORATE REORGANIZATIONS

     In the event of any change in the outstanding shares of Stock by reason of 
a stock dividend, split or combination, or recapitalization or 
reclassification, or reorganization, merger or consolidation, in which the 
Company is the surviving corporation, or other similar change affecting the 
Stock, the number of shares then subject to Options and for which Options may 
thereafter be granted and the price per share of Stock payable upon exercise or 
surrender of such Options shall be appropriately adjusted by the Committee to 
reflect such change. No fractional shares shall be issued as a result of such 
adjustment. In the event of a dissolution of the Company or a reorganization, 
merger or consolidation in which the Company is not the surviving corporation, 
the Company by action of its Board shall either (i) terminate outstanding and 
unexercised Options as of the effective date of such dissolution, merger or 
consolidation by giving notice to each Optionee of its intention to do so and 
permitting the exercise, during the period prior to such effective date to be 
specified by the Board, of all outstanding and unexercised Options or portions 
thereof (provided, however, that no Option shall become exercisable hereunder 
either after the expiration date thereof or prior to six (6) months from the 
date of grant thereof), or (ii) in the case of such reorganization, merger or 
consolidation, arrange for an appropriate substitution of shares or other 
securities of the corporation with


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which the Company is reorganized, merged or consolidated in lieu of the shares 
which are subject to any outstanding and unexercised Options.

10.  EFFECTIVE DATE AND TERM OF THIS PLAN

     The Plan shall be effective as of the later of (a) the date of approval of 
the amendments reflected in this Plan, which were approved by the Board on 
December 19, 1997 (the "Amendments") by the shareholders of the Company, and 
(b) the date of the approval of the Amendments by order of the Securities and 
Exchange Commission (the "Effective Date"). Subject to Section 11 hereof, the 
Board in its discretion may terminate this Plan at any time with respect to any 
shares for which Options have not theretofore been granted. Except with respect 
to Options then outstanding, if not sooner forfeited or terminated, this Plan 
shall terminate upon, and no Options shall be granted after, ten years from the 
Effective Date.

11.  AMENDMENTS

     The Board shall have the right to alter or amend this Plan or any part 
thereof from time to time provided that:

     (a) no change in any Option theretofore granted may be made which would
         impair the rights of an Optionee without the consent of such Optionee;

     (b) Plan provisions may not be amended more than once every (6) six months,
         other than to comport with changes in the Code, the Employee Retirement
         Income Security Act, or the rules thereunder; and

     (c) the Board may not make any alteration or amendment which would
         materially increase the benefits accruing to participants under this
         Plan, increase the aggregate number of shares of Stock which may be
         issued pursuant to provisions of this Plan or extend the terms of this
         Plan, without the approval of the shareholders of the Company.


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