AMENDED AND RESTATED
                             STOCK PURCHASE WARRANT
                             ----------------------

     This  Warrant  is  issued  this  14th  day of  January,  1999,  by  HARVEST
RESTAURANT GROUP,  INC., a Texas corporation (the "Company"),  to SIRROM CAPITAL
CORPORATION,  a  Tennessee  corporation  (SIRROM  CAPITAL  CORPORATION  and  any
subsequent   assignee  or  transferee   hereof  are   hereinafter   referred  to
collectively as "Holder" or "Holders").


                                    RECITALS:
                                    ---------

     WHEREAS, Holder made a term loan to TRC Acquisition Corporation,  a Georgia
corporation  ("TRC")  in  the  original  principal  amount  of Two  Million  and
No/100ths  Dollars  ($2,000,000)  (the  "Loan")  pursuant to the terms of a Loan
Agreement  dated  October  22,  1996 by and  between  TRC and Holder  (the "Loan
Agreement");

     WHEREAS,  in  connection  with the Loan,  TRC  granted  Holder the right to
purchase  certain  shares of common stock of TRC pursuant to that certain  Stock
Purchase Warrant dated October 22, 1996 (the "Original Warrant");

     WHEREAS,  the Loan is evidenced by a Secured  Promissory Note dated October
22, 1996 in the original  principal  amount of  $1,000,000  made and executed by
TRC, payable to the order of Holder and a Secured Promissory Note dated February
25, 1997 in the original  principal  amount of  $1,000,000  made and executed by
TRC, payable to the order of Holder (collectively the "Note");

     WHEREAS, the Note has been amended and restated by that certain Amended and
Restated Secured Promissory Note of even date herewith in the original principal
amount of $2,000,000 made and executed by Hartan,  Inc., a Texas corporation and
wholly  owned  subsidiary  of the  Company  ("Hartan")  in favor of Holder  (the
"Amended and Restated Note");

     WHEREAS,  pursuant  to an  Assumption  Agreement  and  Consent of even date
herewith,  Hartan  is  assuming  all of the  obligations  of TRC  under the Loan
Documents (as defined in the Loan Agreement);

     WHEREAS,  pursuant  to a  Guaranty  Agreement  of even date  herewith,  the
Company is guaranteeing the obligations of Hartan in connection with the Loan;

     WHEREAS,  on or before the date  hereof TRC will merge with and into Hartan
(the "Merger");

     WHEREAS,  TRC, Hartan and the Company have requested that Holder consent to
the Merger;

     WHEREAS, the Original Warrant has been assigned by Holder to Sirrom Funding
Corporation,  a wholly owned subsidiary of Holder, with Holder retaining certain
rights and this Warrant will also be assigned to Sirrom Funding Corporation; and

     WHEREAS,  this  Warrant  shall  amend,  restate and  replace  the  Original
Warrant.

<PAGE>


                                   AGREEMENT:
                                   ----------

     1. Issuance of Warrant;  Term. For and in  consideration  of SIRROM CAPITAL
CORPORATION  having  made loans to TRC which are being  assumed by Hartan in the
aggregate  principal  amount of  $2,000,000,  as  evidenced  by the  Amended and
Restated  Note,  and other good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged,  the Company hereby  confirms and
ratifies  the grant to  Holder  on  October  22,  1996 of the right to  purchase
375,000 shares of TRC's common stock,  which the Company  represents equaled not
less than 12.5% of the common stock of TRC on October 22, 1996,  calculated on a
fully diluted basis after exercise ("Base Amount"). Pursuant to the terms of the
Original  Warrant,  the Base  Amount  increased  on October  22, 1998 to 409,682
shares.  As a result of the  Merger,  in light of Section  9(b) of the  Original
Warrant, the Base Amount is adjusted on the date hereof to 643,509 shares of the
Company's  common stock ("Common  Stock")  (calculated  by  multiplying  409,682
shares by 1.57075, the exchange ratio used in the Merger,  referred to herein as
the  "Exchange  Ratio",  and  rounding  all  fractions  upward to the next whole
number) and the Company  hereby  grants to Holder the right to purchase the Base
Amount (as adjusted  from time to time pursuant to the terms of this Warrant) of
Common Stock provided that in the event that the  indebtedness  evidenced by the
Amended and Restated Note is outstanding on the following dates, the Base Amount
shall be increased to the corresponding number set forth below:


               Date                                    Base Amount
     ------------------------                ------------------------------
         October 22, 1999                         699,259 shares of  Common
                                             Stock,   which   is  equal  to
                                             445,175  shares of TRC  common
                                             stock prior to the Merger, the
                                             amount   set   forth   in  the
                                             Original Warrant multiplied by
                                             the Exchange Ratio.


         October 22, 2000                         756,331 shares of  Common
                                             Stock,   which   is  equal  to
                                             481,509  shares of TRC  common
                                             stock prior to the Merger, the
                                             amount   set   forth   in  the
                                             Original Warrant multiplied by
                                             the Exchange Ratio.



           

     The shares of Common  Stock  issuable  upon  exercise  of this  Warrant are
hereinafter  referred to as the "Shares."  This Warrant shall be  exercisable at
any time and from time to time from the date hereof until November 30, 2001. For
purposes of this Warrant the term "fully  diluted  basis" shall be determined in
accordance with generally accepted accounting principles as of the date hereof.

<PAGE>


     2. Exercise Price. The exercise price (the "Exercise  Price") per share for
which all or any of the Shares may be  purchased  pursuant  to the terms of this
Warrant shall be One Cent ($.01).

     3.  Exercise.  This Warrant may be exercised by the Holder hereof (but only
on  the  conditions  hereinafter  set  forth)  as to all  or  any  increment  or
increments of Ten Thousand (10,000) Shares (or the balance of the Shares if less
than such number),  upon delivery of written notice of intent to exercise to the
Company  at  the  following  address:  2662  Holcomb  Bridge  Road,  Suite  320,
Alpharetta,  Georgia 30022,  Attention:  Chief Financial Officer,  or such other
address as the Company shall designate in a written notice to the Holder hereof,
together with this Warrant and payment to the Company of the aggregate  Exercise
Price of the Shares so purchased.  The Exercise  Price shall be payable,  at the
option of the Holder,  (i) by wire transfer,  certified  cashiers or bank check,
(ii) by the surrender of the Amended and Restated Note or portion thereof having
an outstanding  principal balance equal to the aggregate Exercise Price or (iii)
by the  surrender of a portion of this Warrant  having an aggregate  Fair Market
Value (as  hereinafter  defined)  equal to the aggregate  Exercise  Price.  Upon
exercise  of this  Warrant  as  aforesaid,  the  Company  shall as  promptly  as
practicable,  and in any event within fifteen (15) days thereafter,  execute and
deliver to the Holder of this  Warrant a  certificate  or  certificates  for the
total number of whole  Shares for which this Warrant is being  exercised in such
names and  denominations as are requested by such Holder.  If this Warrant shall
be exercised  with  respect to less than all of the Shares,  the Holder shall be
entitled  to receive a new Warrant  covering  the number of Shares in respect of
which this Warrant shall not have been exercised, which new Warrant shall in all
other  respects be identical to this Warrant.  The Company  covenants and agrees
that it will pay when due any and all state and federal issue taxes which may be
payable in respect of the issuance of this Warrant or the issuance of any Shares
upon exercise of this Warrant.

     4.  Covenants  and  Conditions.  The above  provisions  are  subject to the
following:

          (a) Neither this Warrant nor the Shares have been registered under the
     Securities  Act of  1933,  as  amended  ("Securities  Act")  or  any  state
     securities  laws ("Blue Sky Laws").  This  Warrant  has been  acquired  for
     investment  purposes and not with a view to  distribution or resale and may
     not be pledged, hypothecated, sold, made subject to a security interest, or
     otherwise transferred without (i) an effective  registration  statement for
     such Warrant under the Securities Act and such applicable Blue Sky Laws, or
     (ii) an opinion of counsel,  which  opinion and counsel shall be reasonably
     satisfactory  to the  Company and its  counsel,  that  registration  is not
     required under the  Securities  Act or under any  applicable  Blue Sky Laws
     (the Company  hereby  acknowledges  that Bass,  Berry & Sims is  acceptable
     counsel).  Transfer of the shares  issued upon the exercise of this Warrant
     shall be  restricted  in the same  manner  and to the  same  extent  as the
     Warrant  and  the   certificates   representing   such  Shares  shall  bear
     substantially the following legend:

          THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE
          HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED (THE "ACT"),  OR ANY APPLICABLE  STATE SECURITIES
          LAW AND  MAY NOT BE  TRANSFERRED  UNTIL  (I) A  REGISTRATION
          STATEMENT UNDER THE ACT OR SUCH APPLICABLE  STATE SECURITIES
          LAWS SHALL HAVE BECOME  EFFECTIVE  WITH REGARD  THERETO,  OR
          (II) IN THE OPINION OF COUNSEL  ACCEPTABLE  TO THE  COMPANY,
          REGISTRATION  UNDER SUCH  SECURITIES ACTS OR SUCH APPLICABLE
          STATE  SECURITIES  LAWS IS NOT REQUIRED IN  CONNECTION  WITH
          SUCH PROPOSED TRANSFER.

<PAGE>


     The Holder hereof and the Company agree to execute such other documents and
     instruments as counsel for the Company reasonably deems necessary to effect
     the  compliance  of the  issuance of this  Warrant and any shares of Common
     Stock  issued  upon  exercise  hereof  with  applicable  federal  and state
     securities laws.

          (b) The  Company  covenants  and agrees  that all Shares  which may be
     issued upon  exercise  of this  Warrant  will,  upon  issuance  and payment
     therefor,  be legally and validly  issued and  outstanding,  fully paid and
     nonassessable,  free from all taxes, liens,  charges and preemptive rights,
     if any, with respect thereto or to the issuance thereof.  The Company shall
     at all times  reserve and keep  available for issuance upon the exercise of
     this Warrant such number of authorized but unissued  shares of Common Stock
     as will be sufficient to permit the exercise in full of this Warrant.

     5. Below Market Value Issuances.

          (a) In the  event  that the  Company  sells  shares  of the  Company's
     capital stock at a price below Fair Market  Value,  the number of shares of
     Common Stock  issuable  upon exercise of this Warrant shall be equal to the
     product obtained by multiplying the number of shares then issuable pursuant
     to this Warrant  prior to such sale by a fraction,  the  numerator of which
     shall be the  product  of (x) the total  number  of shares of Common  Stock
     outstanding  on a fully  diluted basis  immediately  after such issuance or
     sale,  multiplied  by (y) the fair market value  immediately  prior to such
     issuance or sale and the  denominator  of which shall be the sum of (i) the
     number of  shares of Common  Stock  outstanding  on a fully  diluted  basis
     immediately  prior to such  issuance or sale  multiplied by the fair market
     value  immediately  prior to such issuance or sale, plus (ii) the aggregate
     amount of the  consideration  received by the Company upon such issuance or
     sale (as illustrated on Schedule I hereto).

          (b) No  adjustment  to the number of shares of Common  Stock  issuable
     upon  exercise of this Warrant  shall be made under this Section 5 (i) upon
     the issuance of shares of Common Stock upon the exercise or  conversion  of
     any of the warrants,  options and/or  preferred stock described on Schedule
     II hereto; and (ii) if it would result in less than a 0.1% change in number
     of Shares to be issued; provided, however, that in such case any adjustment
     that would  otherwise be required then to be made shall be carried  forward
     and  shall be made at the  time of and  together  with the next  subsequent
     adjustment  which,  together with any adjustment so carried forward,  shall
     amount to at least a 0.1% change in the number of Shares to be issued.

<PAGE>


     6. Transfer of Warrant. Subject to the provisions of Section 4 hereof, this
Warrant  may be  transferred,  in whole or in part,  to any  person or  business
entity, by presentation of the Warrant to the Company with written  instructions
for such transfer.  Upon such presentation for transfer and subject to the terms
of Section 4 hereof,  the  Company  shall  promptly  execute  and  deliver a new
Warrant or Warrants in the form hereof in the name of the  assignee or assignees
and in the denominations  specified in such instructions.  The Company shall pay
all expenses  incurred by it in connection  with the  preparation,  issuance and
delivery of Warrants under this Section.

     7. Warrant Holder Not  Shareholder;  Rights  Offering;  Preemptive  Rights;
Preference Rights.  Except as otherwise  provided herein,  this Warrant does not
confer upon the Holder,  as such,  any right  whatsoever as a shareholder of the
Company.  Notwithstanding  the foregoing,  if the Company should offer to all of
the Company's  shareholders the right to purchase any securities of the Company,
then all shares of Common Stock that are subject to this Warrant shall be deemed
to be  outstanding  and owned by the Holder and the Holder  shall be entitled to
participate in such rights offering.  The Company shall not grant any preemptive
rights  with  respect to any of its  capital  stock  without  the prior  written
consent of the Holder.  Other than  securities  described on Schedule II hereto,
the Company shall not issue any  securities  which entitle the holder thereof to
obtain  any  preference  over  holders  of Common  Stock  upon the  dissolution,
liquidation,  winding-up, sale, merger, or reorganization of the Company without
the prior written consent of the Holder.

     8. Observation  Rights. The Holder of this Warrant shall (a) receive notice
of and be entitled to attend or may send a representative to attend all meetings
of the Company's Board of Directors in a non-voting  observation  capacity,  (b)
subject to  reasonable  confidentiality  requirements  of the  Company,  receive
copies of all  notices,  packages  and  documents  provided  to  members  of the
Company's  Board of  Directors  for each  board of  directors  meeting,  and (c)
receive copies of all actions taken by written consent by the Company's Board of
Directors, from the date hereof until such time as the indebtedness evidenced by
the Amended and Restated Note has been paid in full.

     9. Adjustment Upon Changes in Stock.

          (a)  If  all or  any  portion  of  this  Warrant  shall  be  exercised
     subsequent   to  any  stock  split,   stock   dividend,   recapitalization,
     combination  of shares of the Company,  or other similar  event,  occurring
     after the date  hereof,  then the  Holder  exercising  this  Warrant  shall
     receive,  for the aggregate  price paid upon such  exercise,  the aggregate
     number and class of shares  which such Holder  would have  received if this
     Warrant had been  exercised  immediately  prior to such stock split,  stock
     dividend, recapitalization,  combination of shares, or other similar event.
     If any adjustment  under this Section 9(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 subject
     to this  Warrant  shall be the next higher  number of shares,  rounding all
     fractions  upward.  Whenever there shall be an adjustment  pursuant to this
     Section 9(a), the Company shall  forthwith  notify the Holder or Holders of
     this Warrant of such  adjustment,  setting forth in  reasonable  detail the
     event  requiring the adjustment and the method by which such adjustment was
     calculated.

<PAGE>


          (b)  If  all or  any  portion  of  this  Warrant  shall  be  exercised
     subsequent to any merger,  consolidation,  exchange of shares,  separation,
     reorganization  or  liquidation  of the Company,  or other  similar  event,
     occurring  after the date  hereof,  as a result  of which  shares of Common
     Stock shall be changed into the same or a different number of shares of the
     same or another  class or classes of  securities  of the Company or another
     entity,  then the Holder  exercising  this Warrant shall  receive,  for the
     aggregate price paid upon such exercise,  the aggregate number and class of
     shares  which such  Holder  would have  received  if this  Warrant had been
     exercised  immediately  prior to such  merger,  consolidation,  exchange of
     shares, separation,  reorganization or liquidation, or other similar event.
     If any adjustment  under this Section 9(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 subject
     to this  Warrant  shall be the next higher  number of shares,  rounding all
     fractions  upward.  Whenever there shall be an adjustment  pursuant to this
     Section 9(b), the Company shall  forthwith  notify the Holder or Holders of
     this Warrant of such  adjustment,  setting forth in  reasonable  detail the
     event  requiring the adjustment and the method by which such adjustment was
     calculated.

     10. Put Agreement.

          (a) The  Company  hereby  irrevocably  grants and issues to Holder the
     right and option to sell to the  Company  (the  "Put")  this  Warrant for a
     period  of 30  days  immediately  prior  to the  expiration  thereof,  at a
     purchase  price (the  "Purchase  Price") equal to the Fair Market Value (as
     hereinafter  defined) of the shares of Common Stock issuable to Holder upon
     exercise of this Warrant less the exercise price of such Shares.

          (b) The  Company  shall pay to the  Holder,  in cash or  certified  or
     cashier's  check,  the  Purchase  Price in exchange for the delivery to the
     Company of this Warrant  within  thirty (30) days of the receipt of written
     notice,  addressed as set forth in Section 3 hereto, from the Holder of its
     intention to exercise the Put.

          (c) The Fair Market Value of the shares of Common Stock of the Company
     issuable pursuant to this Warrant shall be determined as follows:

               (i) Using the previous five day average closing bid price for the
          day or,  where no sale is made on that day, the average of the closing
          bid and asked  prices for that day on the Nasdaq  Stock  Market or the
          OTC Bulletin  Board if the securities are at the time listed or quoted
          thereon,  respectively,  or, if it is not so listed or quoted,  on any
          other national securities exchange selected by the Company on which it
          is at the time listed.  If at the applicable  time the Common Stock is
          quoted on the OTC Bulletin Board, the foregoing  calculations shall be
          based on a Trade and Quote Summary  Report from the OTC Bulletin Board
          Research  Service  if  available,  and if not,  on any other  publicly
          available data reasonably deemed reliable by the Company.

               (ii) By mutual agreement of the Company and the Holder;

<PAGE>


               (iii) By an investment  banking  company  selected by the Company
          and the Holder;

               (iv) If the Company and the Holder  cannot agree on an investment
          banking company, then the Company and the Holder shall each appoint an
          independent,  experienced  appraiser  who is a member of a  recognized
          professional  association of business  appraisers.  The two appraisers
          shall determine the value of the shares of Common Stock which would be
          issued upon the exercise of the Warrant, taking into consideration all
          factors deemed by such  appraiser to be relevant,  including that such
          shares would constitute a minority interest, and would lack liquidity,
          and further  assuming  that the sale would be between a willing  buyer
          and a  willing  seller,  both  of  whom  have  full  knowledge  of the
          financial  and other  affairs of the  Company,  and neither of whom is
          under any compulsion to sell or to buy.

               (v) If the  highest  of the two  appraisals  is not more than 10%
          more than the lowest of the appraisals, the Fair Market Value shall be
          the  average  of the  two  appraisals.  If  the  highest  of  the  two
          appraisals is 10% or more than the lowest of the two appraisals,  then
          a third  appraiser  shall be appointed by the two  appraisers,  and if
          they  cannot  agree on a third  appraiser,  the  American  Arbitration
          Association  shall appoint the third  appraiser.  The third appraiser,
          regardless   of  who  appoints  him  or  her,   shall  have  the  same
          qualifications as the first two appraisers.

               (vi) The Fair  Market  Value after the  appointment  of the third
          appraiser shall be the mean of the three appraisals.

               (vii)  The  fees and  expenses  of the  appraisers  shall be paid
          one-half by the Company and one-half by the Holder.

          (d) The Put shall terminate upon the Company's  successful  completion
     of a bona fide  underwritten  public offering of its capital stock with net
     proceeds to the Company of at least $10,000,000 ("IPO").

     11. Registration.

          (a) The  Company  and the  holders of the Shares  agree that if at any
     time after the date hereof the Company's Board of Directors shall authorize
     the filing of a  registration  statement  with respect to any of its Common
     Stock on a form suitable for a secondary  offering  (excluding Form S-4 and
     Form S-8 or the successors thereto), it will give notice in writing to such
     effect to the registered  holder(s) of the Shares at least thirty (30) days
     prior to such filing,  and, at the written  request of any such  registered
     holder,  made within ten (10) days after the receipt of such  notice,  will
     include therein at the Company's cost and expense  (excluding  underwriting
     discounts,  commissions and filing fees attributable to the Shares included
     therein)  such of the Shares as such  holder(s)  shall  request;  provided,
     however,   that  if  the  offering  being  registered  by  the  Company  is
     underwritten and if the  representative  of the  underwriters  certifies in
     writing  that the  inclusion  therein of the Shares  would  materially  and
     adversely  affect  the  sale of the  securities  to be sold by the  Company
     thereunder,  then the Company  shall be required to include in the offering
     only  that  number  of   securities,   including  the  Shares,   which  the
     underwriters  determine in their sole  discretion  will not  jeopardize the
     success of the offering (the  securities so included to be apportioned  pro
     rata  among all  selling  shareholders  according  to the  total  amount of
     securities   entitled  to  be  included   therein  owned  by  each  selling
     shareholder).


<PAGE>


          (b) Whenever  required under this Agreement to use its best efforts to
     effect  the  registration  of any of the  Shares,  the  Company  shall,  as
     expeditiously as reasonably possible:

               (i) Prepare and file with the Securities and Exchange  Commission
          (the  "Commission") a registration  statement covering such Shares and
          use its  best  efforts  to cause  such  registration  statement  to be
          declared  effective by the Commission as expeditiously as possible and
          to keep such registration  effective until the earlier of (A) the date
          when all Shares covered by the  registration  statement have been sold
          or (B) two hundred  seventy (270) days from the effective  date of the
          registration  statement;   provided,  that  contemporaneously  with  a
          registration  statement or prospectus or any amendment or  supplements
          thereto,  the Company will furnish to each Holder of Shares covered by
          such registration  statement and the  underwriters,  if any, copies of
          all such  documents  proposed  to be  filed.  If an  amendment  to the
          Company's   registration   statement   is  filed,   the  Company  will
          contemporaneously with such filing deliver a copy to the Holder.

               (ii) Prepare and file with the  Commission  such  amendments  and
          post-effective  amendments  to such  registration  statement as may be
          necessary to keep such  registration  statement  effective  during the
          period  referred  to in  Section  11(b)(i)  and  to  comply  with  the
          provisions of the  Securities  Act with respect to the  disposition of
          all securities covered by such registration  statement,  and cause the
          prospectus to be supplemented by any required  prospectus  supplement,
          and as so  supplemented  to be filed with the  Commission  pursuant to
          Rule 424 under the Securities Act.

               (iii) Furnish to the selling  Holder(s) such numbers of copies of
          such registration  statement,  each amendment thereto,  the prospectus
          included in such  registration  statement  (including each preliminary
          prospectus),  each supplement thereto and such other documents as they
          may reasonably  request in order to facilitate the  disposition of the
          Shares owned by them.

               (iv) Use its best  efforts to  register  and  qualify  under such
          other  securities  laws of such  jurisdictions  as shall be reasonably
          requested  by any  selling  Holder  and do any and all other  acts and
          things which may be  reasonably  necessary or advisable to enable such
          selling  Holder to consummate  the  disposition of the Shares owned by
          such  Holder,  in such  jurisdictions;  provided,  however,  that  the
          Company  shall  not  be  required  in  connection  therewith  or  as a
          condition thereto to qualify to transact business or to file a general
          consent to service of process in any such states or jurisdictions.

<PAGE>


               (v) Promptly  notify each selling  Holder of the happening of any
          event  as  a  result  of  which  the   prospectus   included  in  such
          registration statement contains an untrue statement of a material fact
          or omits any material fact  necessary to make the  statements  therein
          not  misleading  and, at the request of any such  Holder,  the Company
          will prepare a supplement or amendment to such  prospectus so that, as
          thereafter delivered to the purchasers of such Shares, such prospectus
          will not  contain an untrue  statement  of a material  fact or omit to
          state any material fact necessary to make the  statements  therein not
          misleading.

               (vi) Provide a transfer  agent and  registrar for all such Shares
          not later than the effective date of such registration statement.

               (vii) [Intentionally Omitted]

               (viii) [Intentionally Omitted]

               (ix) Promptly notify the selling  Holder(s) and the underwriters,
          if any, of the following  events and (if requested by any such person)
          confirm such notification in writing: (A) the filing of the prospectus
          or any prospectus  supplement and the  registration  statement and any
          amendment or post-effective amendment thereto and, with respect to the
          registration  statement or any post-effective  amendment thereto,  the
          declaration of the  effectiveness of such documents,  (B) any requests
          by the Commission  for  amendments or supplements to the  registration
          statement or the  prospectus or for  additional  information,  (C) the
          issuance  or threat of issuance  by the  Commission  of any stop order
          suspending  the  effectiveness  of the  registration  statement or the
          initiation of any proceedings for that purpose, and (D) the receipt by
          the Company of any notification  with respect to the suspension of the
          qualification  of the  Shares  for  sale  in any  jurisdiction  or the
          initiation  or  threat  of  initiation  of  any  proceeding  for  such
          purposes.

               (x) [Intentionally Omitted]

               (xi) [Intentionally Omitted]

               (xii) [Intentionally Omitted]

               (xiii) [Intentionally Omitted]

               (xiv) [Intentionally Omitted]

          (c) After the date hereof,  the Company  shall not grant to any holder
     of securities of the Company any registration  rights which have a priority
     greater than or equal to those granted to Holders  pursuant to this Warrant
     without the prior written consent of the Holder(s).

<PAGE>


          (d) The Company's  obligations  under Section 11(a) above with respect
     to each  holder of Shares  are  expressly  conditioned  upon such  holder's
     furnishing  to the  Company in writing  such  information  concerning  such
     holder and the terms of such  holder's  proposed  offering  as the  Company
     shall reasonably  request for inclusion in the registration  statement.  If
     any registration  statement  including any of the Shares is filed, then the
     Company shall indemnify each holder thereof (and each  underwriter for such
     holder and each person,  if any, who controls such  underwriter  within the
     meaning of the Securities  Act) from any loss,  claim,  damage or liability
     arising out of, based upon or in any way  relating to any untrue  statement
     of a material fact contained in such registration statement or any omission
     to state therein a material fact required to be stated therein or necessary
     to make  the  statements  therein  not  misleading,  except  for  any  such
     statement  or omission  based on  information  furnished in writing by such
     holder of the Shares expressly for use in connection with such registration
     statement;  and such holder  shall  indemnify  the Company (and each of its
     officers and directors  who has signed such  registration  statement,  each
     director,  each person, if any, who controls the Company within the meaning
     of the Securities Act, each underwriter for the Company and each person, if
     any, who controls  such  underwriter  within the meaning of the  Securities
     Act) and each  other  such  holder  against  any  loss,  claim,  damage  or
     liability  arising from any such  statement  or omission  which was made in
     reliance  upon  information  furnished  in writing  to the  Company by such
     holder of the Shares expressly for use in connection with such registration
     statement.

          (e) For purposes of this Section 11, all of the Shares shall be deemed
     to be issued and outstanding.

     12. Certain Notices. In case at any time the Company shall propose to:

          (a) declare any cash dividend upon its Common Stock;

          (b) declare any  dividend  upon its Common  Stock  payable in stock or
     make any  special  dividend  or other  distribution  to the  holders of its
     Common Stock;

          (c) offer for  subscription  to the holders of any of its Common Stock
     any additional shares of stock in any class or other rights;

          (d)  reorganize,  or reclassify  the capital stock of the Company,  or
     consolidate,  merge or otherwise combine with, or sell all or substantially
     all of its assets to, another corporation; or

          (e) voluntarily or  involuntarily  dissolve,  liquidate or wind up the
     affairs of the Company;

          then, in any one or more of said cases,  the Company shall give to the
     Holder of the Warrant, by certified or registered mail, (i) at least twenty
     (20)  days'  prior  written  notice  of the date on which  the books of the
     Company  shall  close  or a  record  shall  be  taken  for  such  dividend,
     distribution  or subscription  rights or for determining  rights to vote in
     respect  of  any  such  reorganization,  reclassification,   consolidation,
     merger, sale, dissolution,  liquidation or winding up, and (ii) in the case
     of such  reorganization,  reclassification,  consolidation,  merger,  sale,
     dissolution,  liquidation  or winding up, at least  twenty (20) days' prior
     written  notice of the date when the same  shall  take  place.  Any  notice
     required  by  clause  (i)  shall  also  specify,  in the  case of any  such
     dividend,  distribution  or  subscription  rights,  the date on  which  the
     holders of Common Stock shall be entitled thereto,  and any notice required
     by clause (ii) shall  specify the date on which the holders of Common Stock
     shall be entitled to exchange  their Common Stock for  securities  or other
     property   deliverable   upon   such   reorganization,    reclassification,
     consolidation, merger, sale, dissolution, liquidation or winding up, as the
     case may be.

<PAGE>


     13. Rights of Co-Sale.

          (a) Co-Sale Right.  Prior to an IPO and excluding any sale pursuant to
     the exemptions set forth in Rule 144 promulgated  under the Securities Act,
     neither  Clyde  E.  Culp,  III,  John D.  Feltman  nor  Richard  E.  Tanner
     (individually  a  "Selling   Shareholder"  and  collectively  the  "Selling
     Shareholders")  shall enter into any  transaction  that would result in the
     sale by him of any Common Stock now or hereafter owned by him, unless prior
     to such sale the  Selling  Shareholder  shall give  notice to Holder of his
     intention  to effect such sale in order that Holder may exercise its rights
     under this Section 13 as hereinafter described. Such notice shall set forth
     (i) the number of shares to be sold by the  Selling  Shareholder,  (ii) the
     principal  terms of the sale,  including  the price at which the shares are
     intended to be sold,  and (iii) an offer by the Selling  Shareholder to use
     his best efforts to cause to be included  with the shares to be sold by him
     in  the  sale,  on a  share-by-share  basis  and  on  the  same  terms  and
     conditions, the Shares issuable or issued to Holder pursuant this Warrant.

          (b) Rejection of Co-Sale Offer.  If Holder has not accepted such offer
     in writing within a period of ten (10) days from the date of receipt of the
     notice,  then the Selling Shareholder shall thereafter be free for a period
     of ninety (90) days to sell the number of shares  specified in such notice,
     at a price no  greater  than the  price  set  forth in such  notice  and on
     otherwise no more favorable  terms to the Selling  Shareholder  than as set
     forth  in  such  notice,  without  any  further  obligation  to  Holder  in
     connection with such sale. In the event that the Selling  Shareholder fails
     to consummate such sale within such ninety-day period, the shares specified
     in such notice shall continue to be subject to this Section.

          (c)  Acceptance  of Co-Sale  Offer.  If Holder  accepts  such offer in
     writing within ten (10) day period,  such  acceptance  shall be irrevocable
     unless the Selling  Shareholder  shall be unable to cause to be included in
     his sale the  number of Shares of stock held by Holder and set forth in the
     written acceptance. In that event, the Selling Shareholder and Holder shall
     participate in the sale pro rata,  with the Selling  Shareholder and Holder
     each selling half the total number of such shares to be sold in the sale.

     14. Equity  Participation.  This Warrant is issued in  connection  with the
Loan  Agreement.   It  is  intended  that  this  Warrant  constitute  an  equity
participation under and pursuant to T.C.A.  ss.47-24-101,  et seq. and that such
equity  participation  be  permitted  under  said  statutes  and not  constitute
interest  on  the  Amended  and  Restated  Note.  If  under  any   circumstances
whatsoever,  fulfillment of any obligation of this Warrant,  the Loan Agreement,
or any  other  agreement  or  document  executed  in  connection  with  the Loan
Agreement, shall violate the lawful limit of any applicable usury statute or any
other  applicable  law with regard to  obligations of like character and amount,
then the obligation to be fulfilled shall be reduced to such lawful limit,  such
that in no event shall there occur, under this Warrant,  the Loan Agreement,  or
any other document or instrument executed in connection with the Loan Agreement,
any violation of such lawful limit,  but such  obligation  shall be fulfilled to
the lawful limit.  If any sum is collected in excess of the lawful  limit,  such
excess  shall be applied  to reduce  the  principal  amount of the  Amended  and
Restated Note.

<PAGE>


     15.  Governing Law. This Warrant shall be governed by the laws of the State
of Tennessee applicable to agreements made entirely within the State.

     IN WITNESS WHEREOF,  the parties hereto have set their hands as of the date
first above written.

                                          HARVEST RESTAURANT GROUP, INC., 
                                          a Texas corporation


                                          By: /s/ Clyde E. Culp, III
                                          Title: Chairman and Chief Executive 
                                                 Officer


                                          SIRROM CAPITAL CORPORATION,
                                          a Tennessee corporation


                                          By:
                                          Title:


                                          SIRROM FUNDING CORPORATION,
                                          a Tennessee corporation


                                          By:
                                          Title:


     The undersigned,  being all of the Shareholders of the Company, join in the
execution of this Warrant for the purposes of  acknowledging  and agreeing to be
bound by Section 13 hereof:


                                          /s/ John D. Feltman
                                          John D. Feltman


                                          /s/ Clyde E. Culp, III
                                          Clyde E. Culp, III


                                          /s/ Richard E. Tanner
                                          Richard E. Tanner