ASSUMPTION AGREEMENT, CONSENT AND
                        ---------------------------------
                        FIRST AMENDMENT TO LOAN AGREEMENT
                        ---------------------------------


     THIS  ASSUMPTION  AGREEMENT,  CONSENT AND FIRST AMENDMENT TO LOAN AGREEMENT
("Agreement"),  dated as of the 14th day of January,  1999,  is made and entered
into on the  terms and  conditions  hereinafter  set  forth by and among  SIRROM
CAPITAL   CORPORATION,   a  Tennessee   corporation   ("SCC"),   SIRROM  FUNDING
CORPORATION,  a Tennessee  corporation  and assignee of SCC ("SFC") (SCC and SFC
are hereinafter  referred to collectively as "Lender") and HARTAN, INC., a Texas
corporation  ("Hartan") and wholly owned subsidiary of Harvest Restaurant Group,
Inc. ("Harvest").


                              W I T N E S S E T H:
                              --------------------


     WHEREAS, SCC has previously made a term loan to TRC Acquisition Corporation
("TRC") in the original  principal  amount of Two Million and No/100ths  Dollars
($2,000,000.00)  (the  "Loan")  on the  terms and  conditions  set forth in that
certain Loan  Agreement  dated  October 22, 1996, by and between SCC and TRC (as
now or hereafter amended, the "Loan Agreement");

     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 SCC 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 SCC (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 in favor of SCC (the "Amended
and Restated Note");

     WHEREAS,  the Loan is further evidenced and secured by certain  agreements,
documents and instruments as more  particularly  described in the Loan Agreement
and defined therein as the "Loan Documents";

     WHEREAS,  the  Loan  has been  assigned  by SCC to SFC  with SCC  retaining
certain rights in the Loan and Loan Documents;

     WHEREAS, on or before the date hereof, pursuant to the Amended and Restated
Agreement and Plan of Merger by and among  Harvest,  Hartan and TRC (the "Merger
Agreement") TRC will merge with and into Hartan (the "Merger");

     WHEREAS,  the Loan Agreement requires the consent of Lender for the Merger;
and

     WHEREAS,  TRC, Hartan and Harvest have requested that Lender consent to the
Merger.


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     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

     1.  Consent.  Lender  hereby  consents  to  the  Merger  on the  terms  and
conditions set forth in the Merger Agreement subject to the following conditions
precedent:
              
          (i)  Hartan's  execution  and  delivery  to Lender of an  Amended  and
               Restated Note;

          (ii) Hartan's  delivery  to Lender of an Amended  and  Restated  Stock
               Purchase Warrant (the "Amended and Restated Warrant") and Warrant
               Valuation  Letter  executed  by  Harvest  in form  and  substance
               satisfactory to Lender;

          (iii)Hartan's delivery to Lender of a Guaranty  Agreement  executed by
               Harvest (the  "Guaranty") in form and substance  satisfactory  to
               Lender;

          (iv) Hartan's  delivery to Lender of an Amended and Restated  Guaranty
               executed by That Chicken  Place,  Inc.,  Tanner's/Vinings,  Inc.,
               Tanner's Oaks,  Inc.,  Tanner's  Spalding,  Inc.,  Tanner's Mill,
               Inc.,  Tanner's-Tucker,  Inc.,  Northwest Store,  Inc.  (formerly
               Tanner's-Rome,  Inc.), Tanner's Lilburn, Inc., Tanner's Catering,
               Inc.  and  Central   Administration,   Inc.   (formerly  Tanner's
               Management, Inc.);

          (v)  Hartan's  delivery to Lender of a Pledge and Security  Agreement,
               together  with related  stock  certificate,  stock  proxy,  stock
               pledge  letter and stock  power  executed  by Harvest in form and
               substance satisfactory to Lender;

          (vi) Hartan's  delivery  to Lender of new  stock  certificates,  stock
               proxies,  stock pledge  letters and stock powers  executed by the
               original shareholders of TRC;

          (vii)Hartan's  delivery  to Lender of an  opinion  letter of  Hartan's
               counsel, Nelson Mullins Riley & Scarborough,  L.L.P., in form and
               substance satisfactory to Lender;

          (viii)  Hartan's  payment  of the  Closing  Expenses  (as  hereinafter
               defined);

          (ix) Hartan's  delivery to Lender of corporate  resolutions of Hartan,
               TRC  and  Harvest  authorizing  and  approving  the  transactions
               contemplated by and described in this Agreement;

          (x)  Hartan's  delivery to Lender of good  standing  certificates  for
               Hartan and Harvest for Texas and Georgia;

          (xi) Hartan's  delivery  to  Lender of  executed  copies of all of the
               documents executed in connection with the Merger; and

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<PAGE>


          (xii)Hartan's  delivery to Lender of executed  originals of all of the
               UCC-1s and UCC-3s described on Exhibit A attached hereto.

     2.  Assumption  of  Obligations  under Amended and Restated  Note.  Without
limiting,  releasing or otherwise  affecting  the  liability of TRC or any other
person,  firm or entity  which may now or hereafter be liable for payment of the
indebtedness  evidenced  by the Note or the Amended and  Restated  Note,  Hartan
hereby agrees to be directly and personally  liable to Lender for payment of (a)
the principal  sum of  $2,000,000,  evidenced by the Amended and Restated  Note,
together with (b) interest on the outstanding  principal  balance at the rate of
thirteen  and  one-half  percent  (13.5%) per annum  (computed on the basis of a
360-day year) (the "Assumed  Indebtedness");  such  principal and interest being
payable as set forth in the Amended and Restated  Note.  Hartan  agrees that its
obligation  with  respect to the Assumed  Indebtedness  shall be governed by the
terms and conditions of the Amended and Restated Note.

     3.  Assumption of Other  Obligations;  Grant of Security  Interest.  Hartan
agrees  that  all  obligations  of TRC  under  the Loan  Documents  shall be the
obligations  of Hartan.  Accordingly,  Hartan hereby grants to Lender a security
interest in all of its Collateral  (as defined in the Security  Agreement by and
between TRC and Lender dated October 22, 1996) and Hartan pledges, hypothecates,
assigns,  sets over and  delivers  unto  Lender  and  hereby  grants to Lender a
security  interest in the  collateral  described on Schedule A to the Pledge and
Security Agreement by and between TRC and Lender dated October 22, 1996 together
with all proceeds thereof and all cash,  additional securities or other property
at any time and from  time to time  receivable  or  otherwise  distributable  in
respect of, in exchange  for, or in  substitution  for any and all such  pledged
securities.

     4.  Amendment  to Loan  Agreement.  Section  3.12 of the Loan  Agreement is
amended to provide that Hartan may pay dividends to Harvest in amounts necessary
for Harvest to pay cash  dividends on its Series A Preferred  Stock as set forth
in Harvest's  current  Articles of Incorporation so long as (i) the Fixed Charge
Coverage  Ratio (as defined in the  Guaranty) is 1.1 to 1 or above,  (ii) Hartan
makes a principal payment on the Amended and Restated Note in the same amount of
the dividends on the Series A Preferred  Stock  simultaneously  with paying such
dividends,  and (iii) no Event of Default (as defined in the Loan Agreement) has
occurred and is continuing  and to pay cash  dividends on its Series D Preferred
Stock as set forth in Harvest's current Articles of Incorporation so long as (i)
Hartan makes a principal prepayment on the Amended and Restated Note in the same
amount of the  dividends  on the Series D Preferred  Stock  simultaneously  with
paying  such  dividends  and (ii) no Event of  Default  (as  defined in the Loan
Agreement) has occurred and is continuing.

     5. Miscellaneous. It is further agreed as follows:

          (a) Governing Law. This  Agreement  shall be governed by and construed
in accordance with the laws of the State of Tennessee.

          (b)   Amendment.   This  Agreement   cannot  be  amended,   rescinded,
supplemented or modified except in writing signed by the parties hereto.


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          (c) Binding  Effect.  This Agreement will inure to the benefit of, and
bind the respective heirs, personal  representatives,  successors and assigns of
the parties hereto.
                                  
          (d) Headings.  Paragraph or other headings contained in this Agreement
are for  reference  purposes  only and are not intended to affect in any way the
meaning or interpretation of this Agreement.
                                    
          (e)  Counterpart   Execution.   This  Agreement  may  be  executed  in
counterparts,  each of which  will be deemed an  original  document,  but all of
which shall constitute a single agreement.  This document will not be binding on
or  constitute  evidence of a contract  between the parties until such time as a
counterpart  of this document has been executed by each party and a copy thereof
delivered to each party to this Agreement.
                               
          (f) Cooperation. Prior to and at all times following the closing date,
all the parties hereto agree to execute and deliver,  or to cause to be executed
and delivered,  such  documents and to do, or cause to be done,  such other acts
and things as may reasonably be requested by any of the parties hereto to assure
that the benefits of this Agreement are realized by Lender and Hartan.
                                
          (g) Closing  Expenses.  Except as expressly  set forth to the contrary
herein,  TRC or Hartan  shall pay or cause to be paid in full all  out-of-pocket
expenses of the Lender incurred in connection with the execution and delivery of
this Agreement and related  documents and the  consummation of the  transactions
contemplated by such documents and any and all outstanding  invoices of Lender's
attorney (collectively the "Closing Expenses");  and TRC and Hartan shall pay or
cause to be paid in full all of the out-of-pocket expenses incurred by Lender in
connection  with the  execution  and  delivery  of this  Agreement  and  related
documents  and  the  consummation  of  the  transactions  contemplated  by  such
documents.

          (h)  Assignment.  The Loan has  been  assigned  by SCC to SFC with SCC
retaining  certain  rights in the Loan and Loan  Documents,  and the Amended and
Restated  Note and the Amended and  Restated  Warrant will be assigned by SCC to
SFC upon their delivery to SCC.
  


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<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this  Agreement,  or
have  caused   this   Agreement   to  be  executed  by  their  duly   authorized
representatives, as of the date first above written.


                                        HARTAN:

                                        HARTAN, INC., a Texas corporation


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


                                        LENDER:

                                        SIRROM CAPITAL CORPORATION, a
                                        Tennessee corporation


                                        By: /s/ Elizabeth Lurding
                                        Title:  Vice President


                                        SIRROM FUNDING CORPORATION, a
                                        Tennessee corporation


                                        By: /s/ Betty Lou Burrett
                                        Title:  Treasurer

     The undersigned  acknowledged and agree that pursuant to the terms of their
Pledge and  Security  Agreements  dated  October  22,  1996  between SCC and the
undersigned,  respectively,  the stock of the undersigned in Harvest  Restaurant
Group,  Inc. secures the Loan, and the undersigned  agree to execute and deliver
to Lender new stock powers and stock  proxies and to deliver to Lender the stock
certificates representing the ownership of the undersigned in Harvest Restaurant
Group, Inc.



                                        /s/ Richard E. Tanner
                                        Richard E. Tanner


                                        BROOKHAVEN CAPITAL CORPORATION

                                        By: /s/ John D. Feltman
                                        Title: /s/ Chairman


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

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                                    EXHIBIT A
                                    ---------



1.   UCC-3s  (reflecting  merger of TRC  Acquisition  Corporation  with and into
     Hartan, Inc.)

     *    TRC Acquisition Corporation (Fulton County)

     *    Tanner's  Inc., a tradename  of TRC  Acquisition  Corporation  (Fulton
          County)

     *    Tanner's   Rotisserie   Chicken,   a  tradename  of  TRC   Acquisition
          Corporation (Fulton County)

     *    Tanner's  Restaurants,  a  tradename  of TRC  Acquisition  Corporation
          (Fulton County)

2.   UCC-1s (reflecting name of new borrower after merger) 

     *    Hartan, Inc.

     *    TRC Acquisition Corporation, a tradename of Hartan, Inc.

     *    Tanner's Inc., a tradename of Hartan, Inc.

     *    Tanner's Rotisserie Chicken, a tradename of Hartan, Inc.

     *    Tanner's Restaurant, a tradename of Hartan, Inc.

3.   UCC-3s   (changing   name  from  Tanner's   Management,   Inc.  to  Central
     Administration, Inc.)

     *    Tanner's Management, Inc. (Fulton County)

     *    Tanner's Rotisserie Chicken (Fulton County)

4.   UCC-1 (reflecting name change)

     *    Central Administration, Inc. (Fulton County) (2)

5.   UCC-3s (changing name from Tanner's-Rome, Inc. to Northwest Store, Inc.)

     *    Tanner's-Rome, Inc. (Fulton County)

     *    Tanner's Rotisserie Chicken (Fulton County)

6.   UCC-1 (reflecting name change)

     *    Northwest Store, Inc. (Fulton County) (2)


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