THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY,
WITHOUT A VIEW TO RESALE OR DISTRIBUTION  AND MAY NOT BE PLEDGED,  HYPOTHECATED,
SOLD, MADE SUBJECT TO A SECURITY INTEREST,  OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE  SECURITIES  LAWS OR AN  OPINION  OF  COUNSEL  SATISFACTORY  TO MAKER THAT
REGISTRATION  IS NOT  REQUIRED  UNDER  THE  SECURITIES  ACT OF 1933 OR ANY STATE
SECURITIES LAWS.


                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE
                             -----------------------

$2,000,000                                                      January 14, 1999

     FOR VALUE RECEIVED,  the  undersigned,  HARTAN,  INC., a Texas  corporation
("Maker"),  promises  to pay to the  order  of  SIRROM  CAPITAL  CORPORATION,  a
Tennessee  corporation  ("Payee";  Payee and any subsequent holder[s] hereof are
hereinafter referred to collectively as "Holder"),  at the office of Payee at P.
O. Box 30378, Nashville,  Tennessee 37241-0378, or at such other place as Holder
may  designate to Maker in writing from time to time,  the  principal sum of TWO
MILLION  AND  NO/100THS  DOLLARS  ($2,000,000),  together  with  interest on the
outstanding  principal  balance  hereof  from  the  date  hereof  at the rate of
thirteen  percent and  one-half  (13.5%) per annum  (computed  on the basis of a
360-day year);  provided,  however,  that Holder may charge and receive interest
upon any  renewal  or  extension  hereof at the  greater of (i) the rate set out
above,  or (ii) any rate agreed to by the  undersigned  that is not in excess of
the maximum rate of interest  allowed to be charged  under  applicable  law (the
"Maximum Rate") at the time of such renewal or extension.

     Interest only on the outstanding  principal balance hereof shall be due and
payable monthly,  in arrears,  with the first  installment  being payable on the
first (1st) day of February,  1999, and subsequent installments being payable on
the first (1st) day of each succeeding  month  thereafter until October 21, 2001
(the "Maturity Date"), at which time the entire  outstanding  principal balance,
together  with all accrued and unpaid  interest,  shall be  immediately  due and
payable in full.  Notwithstanding the foregoing, if Maker successfully completes
a bona fide underwritten  public offering of stock of Maker with net proceeds to
Maker of at least  $10,000,000  pursuant to a registration  statement filed with
the and declared effective by the Securities Exchange Commission pursuant to the
Securities Act of 1933, the entire principal balance,  together with all accrued
and unpaid  interest  hereunder,  shall be immediately  due and payable upon the
closing of such offering.

     The  indebtedness  evidenced  hereby may be prepaid in whole or in part, at
any time and from time to time,  without penalty.  Any such prepayments shall be
credited  first to any accrued and unpaid  interest and then to the  outstanding
principal balance hereof.

<PAGE>



     Time is of the essence of this Note. It is hereby  expressly agreed that in
the event that any  default be made in the payment of  principal  or interest as
stipulated  above,  which  default is not cured within five (5) days;  or in the
event that any default or event of default  shall occur under that  certain Loan
Agreement dated October 22, 1996, between TRC Acquisition  Corporation and Payee
(as may be amended from time to time,  the "Loan  Agreement"),  which default or
event of default is not cured following the giving of any applicable  notice and
within any applicable  cure period set forth in said Loan  Agreement;  or should
any default by Maker be made in the  performance  or observance of any covenants
or  conditions  contained in any other  instrument  or document now or hereafter
evidencing,  securing or otherwise relating to the indebtedness evidenced hereby
(subject to any  applicable  notice and cure period  provisions  that may be set
forth  therein);  then,  and in such  event,  the entire  outstanding  principal
balance  of the  indebtedness  evidenced  hereby,  together  with any other sums
advanced  hereunder,  under the Loan Agreement and/or under any other instrument
or document now or hereafter evidencing,  securing or in any way relating to the
indebtedness  evidenced  hereby,  together  with  all  unpaid  interest  accrued
thereon,  shall,  at the option of Holder and without  notice to Maker,  at once
become  due  and  payable  and may be  collected  forthwith,  regardless  of the
stipulated  date of maturity.  Upon the  occurrence  of any default as set forth
herein,  at the option of Holder and  without  notice to Maker,  all accrued and
unpaid  interest,  if any, shall be added to the outstanding  principal  balance
hereof, and the entire outstanding principal balance, as so adjusted, shall bear
interest  thereafter  until paid at an annual rate (the "Default Rate") equal to
the lesser of (i) the rate that is four  percentage  points  (4.0%) in excess of
the above-specified  interest rate, or (ii) the Maximum Rate in effect from time
to time,  regardless  of  whether or not there has been an  acceleration  of the
payment of principal as set forth herein. All such interest shall be paid at the
time of and as a condition precedent to the curing of any such default.

     In  the  event  this  Note  is  placed  in the  hands  of an  attorney  for
collection,  or if Holder  incurs any costs  incident to the  collection  of the
indebtedness  evidenced  hereby,  Maker and any endorsers hereof agree to pay to
Holder  an  amount  equal to all such  actual  and  reasonable  costs  incurred,
including without limitation all actual reasonable attorney's fees and all court
costs.

     Presentment for payment,  demand, protest and notice of demand, protest and
nonpayment are hereby waived by Maker and all other parties  hereto.  No failure
to accelerate the indebtedness  evidenced hereby by reason of default hereunder,
acceptance of a past-due  installment or other indulgences  granted from time to
time, shall be construed as a novation of this Note or as a waiver of such right
of  acceleration  or of the right of Holder  thereafter  to insist  upon  strict
compliance  with the terms of this Note or to prevent the exercise of such right
of acceleration or any other right granted  hereunder or by applicable  laws. No
extension of the time for payment of the  indebtedness  evidenced  hereby or any
installment  due  hereunder,  made by agreement with any person now or hereafter
liable for  payment  of the  indebtedness  evidenced  hereby,  shall  operate to
release,  discharge,  modify,  change or affect the original  liability of Maker
hereunder or that of any other person now or hereafter liable for payment of the
indebtedness  evidenced hereby, either in whole or in part, unless Holder agrees
otherwise  in  writing.  This  Note may not be  changed  orally,  but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

     The indebtedness and other  obligations  evidenced by this Note are further
evidenced by (i) the Loan  Agreement  and (ii)  certain  other  instruments  and
documents,  as may be required to protect and  preserve  the rights of Maker and
Payee as more specifically described in the Loan Agreement.

                                       2
<PAGE>


     All  agreements  herein  made  are  expressly  limited  so that in no event
whatsoever, whether by reason of advancement of proceeds hereof, acceleration of
maturity of the unpaid  balance  hereof or  otherwise,  shall the amount paid or
agreed to be paid to Holder for the use of the money  advanced or to be advanced
hereunder exceed the Maximum Rate. If, from any  circumstances  whatsoever,  the
fulfillment  of any provision of this Note or any other  agreement or instrument
now or hereafter evidencing, securing or in any way relating to the indebtedness
evidenced  hereby shall involve the payment of interest in excess of the Maximum
Rate,  then,  ipso facto,  the  obligation  to pay interest  hereunder  shall be
reduced to the Maximum Rate;  and if from any  circumstance  whatsoever,  Holder
shall  ever  receive  interest,  the  amount of which  would  exceed  the amount
collectible  at the Maximum  Rate,  such amount as would be  excessive  interest
shall be applied to the  reduction of the  principal  balance  remaining  unpaid
hereunder and not to the payment of interest. This provision shall control every
other  provision in any and all other  agreements  and  instruments  existing or
hereafter  arising  between  Maker and Holder with  respect to the  indebtedness
evidenced hereby.

     This Note is  intended  as a  contract  under and  shall be  construed  and
enforceable in accordance with the laws of the State of Tennessee, except to the
extent that federal law may be  applicable to the  determination  of the Maximum
Rate.

     As used herein,  the terms "Maker" and "Holder"  shall be deemed to include
their  respective  successors,  legal  representatives  and assigns,  whether by
voluntary action of the parties or by operation of law.

     This Note evidences an amendment and restatement of the Secured  Promissory
Note dated October 22, 1996 executed by TRC Acquisition  Corporation  payable to
Payee and the Secured  Promissory  Note dated  February 25, 1997 executed by TRC
Acquisition Corporation payable to Payee (the "Original Notes"). Nothing in this
Note shall  constitute a novation of the Original Notes. The Original Notes have
been assigned by Holder to Sirrom Funding Corporation (a wholly owned subsidiary
of Payee)  with  Holder  retaining  certain  rights,  and this Note will also be
assigned to Sirrom Funding Corporation.

                                        MAKER:
                                        ------

                                        HARTAN, INC., a Texas corporation


                                        By: /s/ Timothy R. Robinson

                                        Title:  VP CFO



                                       3