SIRROM CAPITAL CORP, PRES14A, 1996-06-07

SIRROM CAPITAL CORP
PRES14A, 1996-06-07
LOAN BROKERS

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

SIRROM CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2
SIRROM CAPITAL CORPORATION
500 CHURCH STREET
SUITE 200
NASHVILLE, TENNESSEE 37219

July __, 1996

To the Shareholders of Sirrom Capital Corporation:

You are cordially invited to attend a Special Meeting of Shareholders of
Sirrom Capital Corporation ("Sirrom") to be held on July 31, 1996 at 10:00 a.m.
local time (CST) at The Hermitage Suite Hotel, 231 6th Avenue, Nashville,
Tennessee. Notice of this meeting, a Proxy Statement and proxy card are
enclosed.

On May 16, 1996 Sirrom, Sirrom Capital Acquisition Corporation ("Sirrom
Sub"), Sirrom, Ltd. ("Sirrom Ltd."), the sole limited partner of Harris,
Williams & Co., L.P. ("Harris Williams") and Harris, Williams & Co., the general
partner of Harris Williams ("HW Corp."), entered into an Acquisition Agreement
(the "Acquisition Agreement"), pursuant to which Sirrom will acquire Harris
Williams through (i) the purchase of the limited partnership interest of Harris
Williams owned by Sirrom, Ltd. (the "Purchase") and (ii) the merger of Sirrom
Sub with and into HW Corp. (the "Merger"). Upon consummation of the Purchase,
Sirrom will purchase Sirrom Ltd.'s limited partnership interest in Harris
Williams (the "Limited Partnership Interest") in exchange for 180,500 shares
(subject to adjustment in the event the Average Sirrom Stock Price (as
hereinafter defined) is below $21 or above $26) of Sirrom Common Stock, no par
value per share ("Sirrom Common Stock"). In the Merger, all of the outstanding
shares of HW Corp. Common Stock will be converted into the right to receive an
aggregate of 769,500 shares of Sirrom Common Stock (subject to such adjustment)
and HW Corp. will become a subsidiary of Sirrom. The number of shares issuable
in the Purchase and the Merger shall be subject to adjustment as more fully set
forth in the accompanying Proxy Statement. The Purchase and the Merger are
sometimes referred to herein collectively as the "Transactions."

The purpose of the Special Meeting is to consider and vote on a proposal to
approve the Acquisition Agreement and the Transactions contemplated therein.

PLEASE READ CAREFULLY THE ENCLOSED PROXY STATEMENT IN ITS ENTIRETY FOR A
MORE COMPLETE DESCRIPTION OF THE TERMS OF THE TRANSACTIONS.

Your Board of Directors (with Mr. Morris abstaining) has carefully
considered the terms of the Transactions. The investment banking firm
of National Westminster Bank Plc has provided the Board with an opinion that
the Transactions are fair, from a financial point of view, to Sirrom. THE BOARD
BELIEVES THE TRANSACTIONS CONTEMPLATED BY THE ACQUISITION AGREEMENT ARE IN THE
BEST INTERESTS OF SIRROM AND ITS SHAREHOLDERS AND THEREFORE HAS APPROVED THE
TRANSACTIONS AND RECOMMENDS ALL SHAREHOLDERS VOTE FOR APPROVAL OF THE PROPOSED
TRANSACTIONS.

All shareholders are invited to attend the Special Meeting in person.
Approval of the Acquisition Agreement and the Transactions contemplated therein
requires the approval, in person or by proxy, of a majority of the shares of
Sirrom Common Stock present and entitled to vote. Whether or not you plan to
attend, in order that your shares may be represented at the Special Meeting, you
are urged to complete, sign and date the enclosed proxy card and return it as
promptly as possible in the enclosed envelope. If you attend the Special Meeting
in person, you may, if you wish, vote personally on all matters brought before
the Special Meeting even if you have previously returned your proxy.
Your interest and participation are appreciated.

Sincerely,

George M. Miller, II
President and Chief
Executive Officer

<PAGE> 3
SIRROM CAPITAL CORPORATION
500 Church Street, Suite 200
Nashville, Tennessee 37219

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 31, 1996

To the Shareholders:

As a shareholder of Sirrom Capital Corporation ("Sirrom" or the "Company"),
you are hereby given notice of and invited to attend in person or by proxy a
Special Meeting of Shareholders of the Company to be held at The Hermitage Suite
Hotel, 231 6th Avenue, Nashville, Tennessee, on Wednesday, July 31, 1996, at
10:00 a.m., for the following purposes:

1. To consider and vote upon a proposal to approve and adopt the
Acquisition Agreement dated as of May 16, 1996 (the "Acquisition
Agreement"), among Sirrom, Sirrom Capital Acquisition Corporation
("Sirrom Sub"), Sirrom, Ltd. ("Sirrom Ltd."), the sole limited partner
of Harris, Williams & Co., L.P. ("Harris Williams") and Harris Williams
& Co., the general partner of Harris Williams ("HW Corp."), pursuant to
which Sirrom will acquire 100% of the partnership interests of Harris
Williams through (i) the purchase of Sirrom Ltd.'s 19% limited
partnership interest in Harris Williams (the "Purchase") in exchange
for 180,500 shares of Sirrom Common Stock (the "LP Shares"), subject to
adjustment in the event the Average Sirrom Stock Price is below $21 or
above $26; and (ii) the merger of Sirrom Sub with and into HW Corp.
(the "Merger") whereby each outstanding share of HW Corp. Common Stock
will be converted into the right to receive 7,079.442 shares of Sirrom
Common Stock or an aggregate of 769,500 shares of Sirrom Common Stock
(the "GP Shares"), subject to such adjustment. The proposed Purchase
and Merger are referred to herein collectively as the "Transactions."

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Approval of the Acquisition Agreement requires the approval of a majority of
the shares of Sirrom Common Stock present and entitled to vote at the Special
Meeting. The Board of Directors of the Company has fixed the close of business
on June 24, 1996, as the record date (the "Record Date") for the determination
of shareholders entitled to notice of, and to vote at, the meeting and any
adjournment thereof. Only shareholders of record at the close of business on the
Record Date are entitled to notice of and to vote at such meeting. A list of
such shareholders will be available for examination at the offices of Sirrom
located at 500 Church Street, Suite 200, Nashville, Tennessee 37219, at least
ten days prior to the Special Meeting.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before the proxy is voted by (i) filing with the Secretary
of Sirrom, at or before the Special Meeting, a written notice of revocation
bearing a date later than the date of the proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of Sirrom at or before the Special Meeting; or (iii) attending the Special
Meeting and voting in person (although attendance at the Special Meeting will
not in and of itself constitute a revocation of a proxy).

A proxy and a Proxy Statement containing more detailed information with
respect to the matters to be considered at the Special Meeting accompany this
notice. A copy of the Acquisition Agreement is attached to the Proxy Statement
as Appendix A.

You are cordially invited to attend the meeting. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING, MANAGEMENT DESIRES TO HAVE THE MAXIMUM REPRESENTATION AT
THE MEETING AND RESPECTFULLY REQUESTS THAT YOU DATE, EXECUTE AND MAIL PROMPTLY
THE ENCLOSED PROXY IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH NO ADDITIONAL
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A proxy may be revoked by a
shareholder any time prior to its use as specified above and in the enclosed
proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS,

Maria-Lisa Caldwell
Secretary

July __, 1996
<PAGE> 4
SIRROM CAPITAL CORPORATION

PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JULY 31, 1996

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sirrom Capital Corporation ("Sirrom" or the
"Company") for use at the Company's Special Meeting of Shareholders (the
"Special Meeting") to be held on July 31, 1996, at the time and place and for
the purposes set forth in the accompanying Notice of the Special Meeting of
Shareholders, or at any adjournments thereof. See "THE SPECIAL MEETING."

On May 16, 1996, Sirrom, Sirrom Capital Acquisition Corporation ("Sirrom
Sub"), Sirrom, Ltd. ("Sirrom Ltd."), the sole limited partner of Harris,
Williams & Co., L.P. ("Harris Williams"), and Harris, Williams & Co., the
general partner of Harris Williams ("HW Corp.") entered into an Acquisition
Agreement (the "Acquisition Agreement") pursuant to which Sirrom will acquire
Harris Williams through (i) the purchase of the limited partnership interest of
Harris Williams owned by Sirrom, Ltd. (the "Purchase") and (ii) the merger of
Sirrom Sub with and into HW Corp. (the "Merger"). Upon consummation of the
Purchase, Sirrom will acquire Sirrom Ltd.'s limited partnership interest in
Harris Williams (the "Limited Partnership Interest") in exchange for 180,500
shares (the "LP Shares") of Sirrom Common Stock, no par value per share ("Sirrom
Common Stock"), subject to adjustment in the event the Average Sirrom Stock
Price is below $21 or above $26. In the Merger, all of the outstanding shares of
HW Corp. Common Stock will be converted into the right to receive an aggregate
of 769,500 shares of Sirrom Common Stock (the "GP Shares"), subject to such
adjustment, and HW Corp. will become a subsidiary of Sirrom. The number of
shares issuable in the Purchase and the Merger shall be subject to adjustment as
more fully set forth in the Proxy Statement. The Purchase of the Limited
Partnership Interest and the Merger are referred to herein collectively as the
"Transactions."

The purpose of the Special Meeting is to consider and vote on a proposal to
approve the Acquisition Agreement and the Transactions contemplated therein.

The purpose of the Transactions is to enable Sirrom to acquire 100% of the
partnership interests of Harris Williams.

Shareholder approval of the Acquisition Agreement is being solicited in
accordance with the rules of the National Association of Securities Dealers,
Inc. applicable to certain transactions involving issuers whose shares are
traded on the Nasdaq National Market and their affiliates. Pursuant to such
rules, shareholder approval is required in connection with the acquisition of
the stock or assets of another company when, in connection therewith, any
director, officer or substantial shareholder of the issuer has a 5% or greater
interest (or such persons collectively have a 10% or greater interest), directly
or indirectly, in the company or assets to be acquired or in the consideration
to be paid in the transaction or series of related transactions and the present
or potential issuance of common stock, or securities convertible into or
exercisable for common stock, could result in an increase in outstanding common
shares or voting power of 5% or more. Sirrom Ltd., which is an affiliate of John
A. Morris, Jr., M.D., Chairman of the Board, director and a substantial
shareholder of Sirrom, owns a 19% interest in Harris Williams. The 950,000
shares of Sirrom Common Stock to be issued in connection with the Transactions
(subject to adjustment in the event the Average Sirrom Stock Price is below $21
or above $26) equal approximately 8.5% of the outstanding Sirrom Common Stock
prior to such issuance.

This Proxy Statement, the attached Notice of Special Meeting, and the
enclosed proxy are first being mailed to Sirrom shareholders on or about July
__, 1996.
<PAGE> 5
TABLE OF CONTENTS

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SUMMARY OF PROXY STATEMENT.................................................... 1

THE SPECIAL MEETING........................................................... 10
General................................................................... 10
Record Date............................................................... 10
Votes Required; Effect of Abstentions and Non-Votes....................... 10
Voting and Revocation of Proxies.......................................... 11
Solicitation of Proxies................................................... 11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................... 11

SHAREHOLDER PROPOSALS......................................................... 12

DESCRIPTION OF THE TRANSACTIONS............................................... 13
Effects of the Transactions............................................... 13
Exchange of HW Corp. Certificates......................................... 13
Background of and Reasons for the Transactions............................ 14
Opinion of Sirrom's Financial Advisor..................................... 15
Terms of the Transactions................................................. 15
Representations and Warranties............................................ 15
Conditions................................................................ 16
Business Pending the Merger............................................... 17
Termination............................................................... 18
Employment and Noncompetition Agreements.................................. 18
Indemnification Agreements................................................ 18
Restricted Stock and Registration Rights Agreement........................ 18
Expenses.................................................................. 19
Waiver and Amendment...................................................... 19
Interests of Certain Persons in the Merger................................ 19
Accounting Treatment...................................................... 19
Certain Federal Income Tax Consequences of the Merger..................... 20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND SIRROM MANAGEMENT..................................................... 22

UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION........................................... 23

INFORMATION CONCERNING HARRIS WILLIAMS........................................ 28

Harris Williams' Management's Discussion and Analysis
of Financial Condition and Results of Operations..................... 28

INDEX TO FINANCIAL STATEMENTS................................................. F-1
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<PAGE> 6
SUMMARY OF PROXY STATEMENT

The following summary is not intended to be complete and is qualified in its
entirety by reference to the more detailed information included in this Proxy
Statement, and the Appendices hereto, including, but not limited to, the
Acquisition Agreement set forth as Appendix A hereto, and to information
incorporated in this Proxy Statement by reference. Shareholders are urged to
read carefully this Proxy Statement and the Appendices hereto. The information
included in this Proxy Statement with respect to Harris Williams and its
affiliates has been supplied by Harris Williams, and the information included
with respect to Sirrom and its affiliates has been supplied by Sirrom.
Capitalized terms that are used but not defined in this summary are defined
elsewhere in this Proxy Statement.

SIRROM

Sirrom is a specialty finance company that makes loans to small businesses
and has elected to be regulated as a business development company (a "BDC")
under the Investment Company Act of 1940, as amended (the "1940 Act"). Sirrom's
loans are typically made in the form of secured debt with relatively high fixed
interest rates and with warrants to purchase equity securities of the borrower.
Since its founding, Sirrom has experienced significant growth in both the size
and diversity of its loan portfolio. At March 31, 1996, Sirrom had loans
outstanding to 97 companies in a variety of industries with an aggregate
principal balance of $166.9 million.

Sirrom is incorporated in Tennessee. Its principal executive offices are
located at 500 Church Street, Suite 200, Nashville, Tennessee 37219, and its
telephone number is (615) 256-0701.

HARRIS WILLIAMS

HW Corp. was formed in 1991 as a merger and acquisition advisory services
firm located in Richmond, Virginia. Harris Williams was later formed in 1994,
upon the investment of Sirrom Ltd. At that time, HW Corp. began conducting all
of its operations through Harris Williams. HW Corp.'s operations after August
1994 consisted solely of its investment in Harris Williams. Harris Williams
provides advisory services with respect to small and medium sized companies
throughout the United States that are similar in size to Sirrom's portfolio
companies. Harris Williams' clients have included divisions of large companies,
portfolio companies of professional investor groups and privately owned
businesses.

Harris Williams is a Virginia limited partnership of which Sirrom Ltd. is
the sole limited partner and HW Corp. is the general partner. Harris Williams'
principal executive offices are located at 1313 E. Main Street, Third Floor,
Richmond, Virginia 23219. The telephone number is (804) 648-0072.

SPECIAL MEETING OF SHAREHOLDERS

A Special Meeting of the shareholders of Sirrom to consider and vote on the
Transactions will be held on July 31, 1996 at 10:00 a.m. (Nashville Time), at
The Hermitage Suite Hotel, 231 6th Avenue, Nashville, Tennessee. Only the
holders of record of Sirrom Common Stock at the close of business on June 24,
1996 will be entitled to receive notice of and to vote at the Special Meeting.
On that date there were __________ shares of Sirrom Common Stock outstanding,
with each share being entitled to one vote on each matter considered at the
Special Meeting. See "THE SPECIAL MEETING."

PURPOSE OF THE SPECIAL MEETING

The purpose of the Special Meeting is for the shareholders of Sirrom to
consider and vote upon a proposal to approve the Acquisition Agreement and the
Transactions contemplated therein, and to transact such other business as may
properly come before the meeting.

VOTES REQUIRED

Approval of the Acquisition Agreement by the shareholders of Sirrom requires
the approval of a majority of the shares of Sirrom Common Stock present and
entitled to vote at the Special Meeting.

1
<PAGE> 7
Nasdaq National Market and their affiliates. Pursuant to such rules, shareholder
approval is required in connection with the acquisition of the stock or assets
of another company when, in connection therewith, any director, officer or
substantial shareholder of the issuer has a 5% or greater interest (or such
persons collectively have a 10% or greater interest), directly or indirectly, in
the company or assets to be acquired or in the consideration to be paid in the
transaction or series of related transactions and the present or potential
issuance of common stock, or securities convertible into or exercisable for
common stock, could result in an increase in outstanding common shares or voting
power of 5% or more. Sirrom Ltd., which is an affiliate of John A. Morris, Jr.,
M.D., Chairman of the Board, director and a substantial shareholder of Sirrom,
owns a 19% interest in Harris Williams. The 950,000 shares (subject to
adjustment) of Sirrom Common Stock to be issued in connection with the
Transactions will represent approximately 8.5% of the outstanding Sirrom Common
Stock prior to such issuance. See "THE SPECIAL MEETING--Votes Required; Effect
of Abstentions and Non-Votes."

CHANGE OF VOTE

OPINION OF SIRROM'S FINANCIAL ADVISOR

National Westminster Bank Plc ("NatWest Markets") has delivered its written
opinion, dated June 5, 1996, to the Board of Directors of Sirrom to the effect
that, as of the date of such opinion, the LP Shares and GP Shares (collectively,
the "Total Sirrom Shares") to be issued by Sirrom in the Transactions pursuant
to the Acquisition Agreement is fair, from a financial point of view, to Sirrom.
A copy of the written opinion of NatWest Markets, which sets forth the
assumptions made, matters considered and limitations on and scope of review made
by NatWest Markets in rendering its opinion, is attached to this Proxy Statement
as Appendix B and should be read carefully by shareholders in its entirety.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF SIRROM

The Board of Directors of Sirrom has unanimously approved the Acquisition
Agreement and the Transactions contemplated therein, with Dr. Morris abstaining
from the vote and discussion because of his interest in Sirrom Ltd., and the
Board of Directors has adopted resolutions recommending that the shareholders of
Sirrom vote FOR approval and adoption of the Acquisition Agreement and the
Transactions contemplated therein.

The Board of Directors of Sirrom believes the Transactions are fair to and
in the best interest of Sirrom and its shareholders. In reaching its decision to
approve the Transactions, the Sirrom Board of Directors considered a number of
factors, including, but not limited to, the relative contribution of Harris
Williams on a pro forma basis to projected 1996 operating earnings of the
combined entity, the complementary nature of Harris Williams business to that of
Sirrom, the financial terms of the transaction, including the restrictions on
transferability of the shares issued to the Harris Williams shareholders, the
indirect interest of Dr. Morris in Harris Williams, the tax consequences of the
transaction and its treatment as a pooling of interests. The Board of Directors
also considered that consummation of the Transactions was conditioned on the
receipt by Sirrom of an opinion of an investment banking firm, to the effect
that the Transactions are fair, from a financial point of view, to Sirrom.
For a description of the factors considered by the Board and the
reasons for its approval of the transactions, see "DESCRIPTION OF THE
TRANSACTIONS-- Background of and Reasons for the Transactions."

THE TRANSACTIONS

Purchase. Pursuant to the Acquisition Agreement, Sirrom Ltd. shall receive
180,500 shares of Sirrom Common Stock (the "LP Shares"), subject to certain
adjustments described below, in exchange for its 19% limited partnership
interest in Harris Williams.

Merger. Pursuant to the terms of the Acquisition Agreement, Sirrom Sub will
be merged with and into HW Corp. with HW Corp. as the surviving entity. At the
Effective Time of the Merger, each share of HW Corp. Common Stock issued and
outstanding immediately prior to the Effective Time will be converted into
7,079.442 shares of Sirrom Common Stock or an aggregate or 769,500 shares of
Sirrom Common Stock (the "GP Shares").

2
<PAGE> 8
Adjustment in Consideration. The number of shares received in the Purchase
and the Merger shall be adjusted in the event the average closing price of
Sirrom Common Stock, as quoted on the Nasdaq National Market, for the 15 trading
days preceding the earlier of August 31, 1996 or the day prior to the Closing
Date (the "Average Sirrom Stock Price") is less than $21 or greater than $26. If
the Average Sirrom Stock Price is above $26 (the "Upper Collar"), the LP Shares
and the GP Shares (the "Total Sirrom Shares") shall be reduced to equal
$24,700,000 divided by the Average Sirrom Stock Price. If the Average Sirrom
Stock Price is below $21 (the "Lower Collar"), the Total Sirrom Shares shall be
increased to equal $19,950,000 divided by the Average Sirrom Stock Price. If the
Closing Date shall occur after September 1, 1996 and the Average Sirrom Stock
Price for a share of Sirrom Common Stock for the 15 trading days immediately
preceding the day prior to the Closing Date (the "Adjusted Average Sirrom Stock
Price") shall be less than the Average Sirrom Stock Price, the Adjusted Average
Sirrom Stock Price shall be used in the foregoing calculation rather than the
Average Sirrom Stock Price. If the Average Sirrom Stock Price had been
calculated for the 15 trading days ended June __, 1996, it would have been
$26.___, and the Total Sirrom Shares reduced from 950,000 to __________.

If the outstanding shares of Sirrom Common Stock shall, prior to the
Effective Time, have been increased, decreased, changed into or exchanged for a
different number or kind of shares through a reorganization, reclassification,
stock dividend, stock split, reverse stock split or other similar change,
applicable adjustments shall be made to the Average Sirrom Stock Price and the
number of shares of Sirrom Common Stock to be exchanged for each share of HW
Corp. Common Stock and the Limited Partnership Interest. See "DESCRIPTION OF THE
TRANSACTIONS--Terms of the Transactions."

Conditions; Regulatory Approvals. The obligations of Sirrom, Sirrom Sub
and Sirrom Ltd., and HW Corp. to effect the Transactions are subject to a number
of conditions, including, among other things, the following: (i) the receipt,
occurrence or filing of all authorizations, consents, orders, declarations or
approvals of, or filings with, or termination or expiration of any waiting
periods imposed by, any governmental entity; (ii) the failure of any
governmental authority to issue, promulgate, enforce or enter any rule,
regulation, executive order, decree, injunction or other order that would have
the effect of making the Transactions illegal; (iii) the receipt of an opinion
from each of HW Corp.'s and Sirrom's legal counsel or accountants generally to
the effect that the Merger qualifies as a reorganization under Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), and as to the tax
consequences of the Merger with respect to the HW Corp. shareholders; (iv) the
approval of the Acquisition Agreement and the transactions contemplated thereby
as evidenced by the resolutions of the Board of Directors, shareholders and
partners of the respective parties to the Acquisition Agreement, and the
adoption of the Acquisition Agreement by Sirrom shareholders; (v) the absence of
any material adverse change in the financial condition, business, operations or
prospects of Sirrom, Harris Williams or HW Corp.; and (vi) the execution of
employment and noncompetition agreements, indemnification agreements, restricted
stock and registration rights agreements, in substantially the same forms as
contemplated by the Acquisition Agreement by certain shareholders of HW Corp.
See "DESCRIPTION OF THE TRANSACTIONS--Conditions."

Sirrom will obtain all required regulatory approvals in connection with the
Acquisition Agreement, including (x) Small Business Administration ("SBA") and
Securities and Exchange Commission ("SEC") approval of the corporate
reorganization of Sirrom; and (y) the expiration or termination of the waiting
period (and any extension thereof) applicable to the consummation of the
Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act"). Sirrom has requested an order from the SEC seeking an
exemption from certain provisions of the Investment Company Act of 1940 with
respect to the acquisition of the Limited Partnership Interest of Sirrom Ltd. in
Harris Williams.

Effective Time of the Merger and Exchange of HW Corp. Stock Certificates.
The Effective Time will occur upon the filing of the Certificate of Merger by HW
Corp. under the Virginia Stock Corporation Act ("VSCA") and by Sirrom Sub under
the Tennessee Business Corporation Act (the "TBCA"), or at such later time as
may be specified in such Certificates of Merger. It is currently anticipated
that the Certificates of Merger will be filed, and the Merger will be effective,
promptly following the Special Meeting. See "DESCRIPTION OF THE
TRANSACTIONS--Effects of the Merger."

At the Effective Time, Sirrom Sub will merge with and into HW Corp., with HW
Corp. being the surviving corporation and a subsidiary of Sirrom. The Articles
of Incorporation and Bylaws of HW Corp. in effect immediately prior to the
Effective Time will govern the surviving corporation unless and until amended in
accordance with applicable law. At the Effective Time, all outstanding shares of
HW Corp. Common Stock, other than shares held by HW Corp. shareholders who have
exercised and perfected dissenter's rights of appraisal under Section 730 of the
VSCA, will be canceled and converted into the right to receive the GP Shares.
See "DESCRIPTION OF THE TRANSACTIONS--Terms of the Merger."

3
<PAGE> 9
Termination of the Acquisition Agreement. The Acquisition Agreement provides
that it may be terminated at any time prior to the Effective Time, whether
before or after approval of the Acquisition Agreement by the shareholders of
Sirrom and/or HW Corp.: (i) by mutual written consent of HW Corp. and Sirrom;
(ii) by HW Corp. or Sirrom if there has been a material breach on the part of
the other party of any of such other party's representations, warranties or
obligations set forth in the Acquisition Agreement which has not been cured
within 30 business days after notice; (iii) by either HW Corp. or Sirrom if the
Merger has not been effected by October 1, 1996 or if any court of competent
jurisdiction or any governmental entity issues an order, decree or ruling or
takes any other action permanently enjoining, restraining or otherwise
prohibiting the transactions contemplated by the Acquisition Agreement and such
order, decree, ruling or other action has become final and non-appealable; and
(iv) by either HW Corp. or Sirrom if any of the conditions set forth in the
Acquisition Agreement shall have failed to be able to be satisfied without
unreasonable effort or expense. See "DESCRIPTION OF THE
TRANSACTIONS--Termination."

Expenses. Each party to the Acquisition Agreement shall bear its own
expenses in connection with the Transactions, subject to certain enumerated
expenses assumed by Sirrom as set forth in the Acquisition Agreement. See
"DESCRIPTION OF THE TRANSACTIONS--Expenses."

RELATED AGREEMENTS

Employment and Noncompetition Agreements. As a condition to the consummation
of the Merger, each of Hiter Harris and Chris Williams will enter into an
Employment and Noncompetition Agreement (the "Employment Agreements") with
Sirrom and Sirrom Sub. Pursuant to the Employment Agreements, Messrs. Harris and
Williams shall be engaged as principals of Sirrom Sub for a four-year term
beginning on the Effective Date of the Merger. Each of Messrs. Harris and
Williams will receive $100,000 annual base salary (automatically increased by
7.5% each year) and shall be eligible for a performance-based cash bonus of up
to $250,000 per year, which bonus will be determined by the Board of Directors
of Sirrom. The Employment Agreements further provide for annual severance
payments of $175,000 during the Severance Period (as that term is defined in the
Employment Agreements) if the employment is terminated by Sirrom Sub for any
reason other than Good Cause (as that term is defined in the Employment
Agreements). The Employment Agreements also provide that each of Messrs. Harris
and Williams will not disclose any material confidential information concerning
Sirrom Sub or Sirrom, and that during the term of the Employment Agreements or
the Severance Period, if longer, Messrs. Harris and Williams will be prohibited
from conducting business in competition with the business conducted by Sirrom or
any wholly-owned subsidiary of Sirrom in any state in the United States and from
soliciting any Sirrom or Sirrom Sub employee for employment.

Indemnification Agreements. Pursuant to the Acquisition Agreement, each of
Messrs. Harris and Williams shall enter into an Indemnification Agreement (the
"Indemnification Agreement") with Sirrom, pursuant to which Messrs. Harris and
Williams, as officers of Sirrom Sub, will be indemnified by Sirrom against
certain claims made against them in such capacity. Among other provisions, the
Indemnification Agreement requires Sirrom to advance all expenses for which
indemnification is available thereunder upon the indemnitee's request and to use
its best efforts to obtain Directors' & Officers' Insurance for such
indemnitees. The indemnification provided under such Agreement will supplement
any other forms of indemnification provided by Sirrom.

Restricted Stock and Registration Rights Agreement. Pursuant to the
Acquisition Agreement, each individual receiving shares of Sirrom Common Stock
in connection with the Transactions (the "Shareholders") shall be required to
enter into a Restricted Stock and Registration Rights Agreement (the
"Registration Rights Agreement") with Sirrom. The Registration Rights Agreement
provides that the Shareholders represent and warrant to Sirrom that they are
either "accredited investors" within the meaning of Rule 501(a) of Regulation D
of the Securities Act or that they have similar investment experience and
knowledge to that of an "accredited investor." Under the terms of the
Registration Rights Agreement, the Shareholders acknowledge that the shares
received in the Transaction have not been registered pursuant to the Securities
Act of 1933, as amended (the "Securities Act") and such Shareholders have agreed
to comply with the transfer limitations placed on the Total Sirrom Shares. The
Registration Rights Agreement also provides that, for a period beginning
__________, 1996 through __________, 2000, the Shareholders will have the
opportunity to register their shares any time Sirrom proposes to file a
registration statement under the Securities Act with respect to an offering by
Sirrom for its own account. There is no limit to the number of such incidental
registration rights during the period set forth above.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

4
<PAGE> 10
"restricted securities" under Rule 144 of the Securities Act and will
not be transferable except under limited circumstances for up to a three-year
period by Sirrom Ltd. Sirrom Ltd. acquired its Limited Partnership Interest in
Harris Williams in August 1994 in connection with organization of the limited
partnership for $500,000 cash. Dr. Morris, a director of and Chairman of the
Board of Sirrom and his immediate family has an approximately 55% beneficial
interest in Sirrom Ltd.

ACCOUNTING TREATMENT

The Merger is intended to be treated as a pooling of interests for
accounting purposes. As a condition to Sirrom's obligation to consummate the
Merger, Sirrom will receive a letter to such effect from Arthur Andersen LLP
that the Merger contemplated by the Acquisition Agreement may be treated by
Sirrom as a pooling of interests for accounting purposes. For a more detailed
description of the accounting treatment of the Merger see "DESCRIPTION OF THE
TRANSACTIONS--Accounting Treatment."

Representatives of Sirrom's independent accountants, Arthur Andersen LLP,
are expected to be present at the Special Meeting. They will have an opportunity
to make a statement if they desire to do so, and will be available to respond to
appropriate questions from shareholders.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Merger is intended to be a tax-free reverse triangular merger for
federal income tax purposes. The Purchase of the Limited Partnership Interest of
Harris Williams from Sirrom Ltd. in exchange for shares of Sirrom Common Stock
will be taxable to Sirrom Ltd., but not to Sirrom.

Implementation of the Transactions will not cause Sirrom to lose its status
as a regulated investment company ("RIC") for federal income tax purposes.
However, the operation of HW Corp. as a subsidiary may increase the risk of
Sirrom's failure to satisfy one of the tests for qualification as a RIC after
the Transaction.

SURRENDER OF CERTIFICATES

Immediately following the Effective Time, Sirrom shall instruct an exchange
agent appointed by it to mail a letter of transmittal with instructions to all
holders of record of HW Corp. Common Stock as of the Effective Time for use in
surrendering their stock certificates in exchange for certificates representing
Sirrom Common Stock and a cash payment in lieu of fractional shares.

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

Sirrom Common Stock is traded in the over the counter market and is quoted
on the Nasdaq National Market under the symbol "SROM." There is no established
trading market for the HW Corp. Common Stock and HW Corp. annually distributes
substantially all of its income to its shareholders in proportion to their
ownership interests. The following table sets forth the cash dividends
per share paid quarterly by Sirrom and high and low sales prices for Sirrom
Common Stock, as reported on the Nasdaq National Market since its initial
trading date, February 6, 1995.

<TABLE>
<CAPTION>
PRICE

------------------------------------------------
Cash Dividend
Per Share Declared High Low
------------------------------------------------
<S> <C> <C> <C>
1995 - First Quarter (beginning February 6, 1995)...................... $0.14 $12.00 $10.75
Second Quarter......................................................... 0.26 12.75 10.75
Third Quarter.......................................................... 0.23 18.75 13.25
Fourth Quarter......................................................... 0.26 20.00 16.75
1996 - First Quarter................................................... 0.24 $23.75 $18.63
Second Quarter (through __________, 1996).............................. N/A $_____ $_____
</TABLE>

5
<PAGE> 11
Sirrom presently intends to continue to distribute to its shareholders 90% of
its net investment income and net realized short-term capital gains, if any,
quarterly.

On May 16, 1996, the last full trading day prior to the announcement of the
execution of the Acquisition Agreement, the closing sales price per share of
Sirrom Common Stock as reported on the Nasdaq National Market was $27.25.

On __________, 1996, the trading day ______ days prior to the date of this Proxy
Statement, the closing sales price per share of Sirrom Common Stock as reported
on the Nasdaq National Market was $____. As of __________, 1996 there were
approximately ____ holders of record of Sirrom Common Stock and _____ holders of
record of HW Corp. Common Stock.

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The table below presents certain historical and pro forma per share data for
Sirrom giving effect to Sirrom's acquisition of HW Corp. on the pooling of
interest basis of accounting. The historical data for the three most recent
fiscal years ended December 31, 1995 is determined from the audited historical
financial statements of Sirrom and HW Corp. The historical data for Sirrom and
HW Corp. as of March 31, 1996 and for the three months then ended and the pro
forma amounts for Sirrom and HW Corp. are unaudited. The following information
should be read in conjunction, with and is qualified in its entirety by, the
selected financial data, the unaudited pro forma combined financial information
and the separate historical financial statements and accompanying notes set
forth herein.

The following information is not necessarily indicative of results of
operations or combined financial positions that would have resulted had the
Merger been consummated at the beginning of the periods indicated, nor is it
necessarily indicative of the results of operations of future periods or future
combined financial positions.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, THREE MONTHS
--------------- --------------- ----------------- ENDED
1993 1994 1995 MARCH 31, 1996
--------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Pre-tax operating income per common share:(1)
HW Corp.
Historical(2)................................. $1,965 $4,852 $5,973 $5,854
Pro forma equivalent(2)....................... 3,380 5,844 6,916 2,243
Sirrom
Historical.................................... 0.55 0.88 0.99 0.27
Pro forma combined(3)......................... 0.48 0.83 0.98 0.32
Dividends declared per common share:
HW Corp.
Historical(2)................................. 1,663 2,920 5,575 N/A
Pro forma equivalent(4)....................... N/A N/A N/A N/A
Sirrom
Historical.................................... -- -- 0.89 0.24
Pro forma combined(4)......................... N/A N/A N/A N/A
Book value per common share:
HW Corp.
Historical(2)................................. 1,337 3,309 3,707 9,561
Pro forma equivalent(2)....................... 30,744 38,617 61,922 66,594
Sirrom
Historical.................................... 5.52(6) 6.41(6) 9.61 10.27
Pro forma combined(5)......................... 4.31(6) 5.45(6) 8.75 9.41
</TABLE>

(1) Pre-tax operating income for HW Corp. is defined as "Net Income" in the
financial statements for Harris Williams and Co. and Subsidiary ("HW
Statements") presented elsewhere herein.
(2) Historical and pro forma equivalent per share calculations for HW Corp.
are based on 105.434 fully diluted shares for the year ended December
31, 1993 and 108.695 fully diluted shares for the years ended December
31, 1994 and December 31, 1995 and the three months ended March 31,
1996.
(3) Pro forma combined pre-tax operating income per share calculations are
based on weighted averaged Sirrom shares outstanding for the period
plus the 950,000 shares of Sirrom stock to be issued in the
Transactions.
(4) Historical and pro forma combined dividend information is not
meaningful.

6
<PAGE> 12
(5) Pro forma combined book value per common share calculations are based
on Sirrom shares outstanding at the end of the period plus the 950,000
shares of Sirrom stock to be issued in the Transactions.
(6) Book value per share at December 31, 1994 is calculated based on
partner's capital of $32,382,832 on December 31, 1995 and 5,050,116
shares of common stock issued at conversion of the partnership to
corporation on February 1, 1995. Book value per share at December 31,
1993 is calculated based on partners capital of $18,650,967 at December
31, 1993 and 3,376,000 estimated weighted average common shares
outstanding during 1993, as if the conversion of the Partnership had
occurred prior to 1993.

7
<PAGE> 13
SELECTED FINANCIAL DATA OF SIRROM

The following tables set forth selected financial data of Sirrom, which
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with Sirrom's Financial
Statements and Notes thereto incorporated by reference into this Proxy
Statement. The selected financial data set forth below as of and for the period
from inception to December 31, 1992, and as of and for each of the three years
in the period ended December 31, 1995, have been derived, in part, from the
financial statements of Sirrom which have been audited by Arthur Andersen LLP,
independent public accountants, whose report for the period from inception to
December 31, 1992, and each of the three years in the period ended December 31,
1995, is incorporated by reference into this Proxy Statement. Also included are
unaudited financial statements for the three months ended March 31, 1995 and
1996. The selected financial data for the three months ended March 31, 1996,
has been derived from the unaudited financial statements of Sirrom which, in
the opinion of management, include all adjustments (which consist of only
normal recurring adjustments) necessary for a fair presentation of the
financial condition and results of operations of Sirrom for that period.

<TABLE>
<CAPTION>
THREE MONTHS
FROM INCEPTION YEAR ENDED ENDED
THROUGH DECEMBER 31, MARCH 31,
DECEMBER 31, ------------------------------ -----------------
1992 1993 1994 1995 1995 1996
---- ---- ---- ---- ---- ----
(UNAUDITED)

STATEMENTS OF OPERATIONS DATA: (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Operating income:
Interest on investments $ 636 $ 3,515 $ 7,337 $ 13,452 $ 2,424 $ 4,862
Loan processing fees 282 699 901 1,900 541 921
Other income -- -- -- 223 -- --
---------- ---------- ---------- ---------- ---------- ----------
Total operating income 918 4,214 8,238 15,575 2,965 5,783
Operating expenses:
Interest expense 127 1,427 3,124 4,771 999 1,790
Salaries and benefits -- -- -- 1,082 451 739
Management fees 210 709 1,073 -- -- --
Other operating expenses -- 166 122 1,412 222 477
State income tax on interest -- 231 457 109 52 --
Amortization expense 8 54 118 208 30 188
---------- ---------- ---------- ---------- ---------- ----------
Total operating expenses 345 2,587 4,894 7,582 1,754 3,194
---------- ---------- ---------- ---------- ---------- ----------
Net operating income 573 1,627 3,344 7,993 1,211 2,589
Realized gain (loss) on investments 198 (799) (538) 1,759 50 5,756
Change in unrealized appreciation
(depreciation) of investments 1,813 (50) 3,357 4,694 1,603 2,241
Provision for income taxes -- -- -- (1,020) -- (2,135)
---------- ---------- ---------- ---------- ---------- ----------
Net increase in partners' capital and
shareholders' equity resulting
from operations $ 2,584 $ 778 $ 6,163 $ 13,426 $ 2,864 $ 8,451
========== ========== ========== ========== ========== ==========
Per share:
Pretax operating income $ 0.22 $ 0.55 $ 0.88 $ 0.99 $ 0.19 $ 0.27
Net increase in partners' capital
and shareholders' equity resulting
from operations 0.98 0.23 1.43 1.64 0.43 0.87
Dividends -- -- -- 0.89 0.14 0.24
Fully diluted weighted average
shares outstanding 2,650,000 3,376,000 4,324,000 8,174,000 6,666,000 9,733,000
OPERATING STATISTICS:
Number of portfolio companies with loans

outstanding at period end 17 38 57 91 68 97
Number of new portfolio companies 17 24 25 44 12 10
Principal amount of loans originated $ 14,639 $ 31,470 $ 40,785 $ 101,505 $ 27,792 $ 32,324
Principal amount of loan repayments -- 2,013 7,585 14,414 1,560 4,775
Loan portfolio at period end 14,639 42,441 72,336 144,855 97,378 166,936
Average net interest spread at period end 5.6% 5.8% 5.5% 5.8% 5.6% 5.8%

<CAPTION>
DECEMBER 31, MARCH 31, 1996
------------ --------------
1992 1993 1994 1995 ACTUAL AS ADJUSTED(1)
-------------------------------------------- ------ --------------
(DOLLARS IN THOUSANDS) (UNAUDITED)

BALANCE SHEET DATA:
Cash and cash equivalents $ 4,601 $ 1,633 $ 137 $ 195 $ 78 $ 22,162
Loans 14,639 42,441 72,336 144,855 166,936 166,936
Equity interests 4,233 3,591 7,577 15,912 22,549 22,549
Warrants 951 4,219 7,549 11,513 11,199 11,199
Total assets 24,850 53,289 90,969 177,030 206,206 228,290
Revolving credit facility -- -- 6,389 13,200 24,916 --
Debentures payable to SBA 10,000 34,000 51,000 73,260 83,260 83,260
Total shareholders' equity 14,702 18,651 32,383 88,346 94,406 141,406
</TABLE>

(1) Adjusted to reflect the sale by Sirrom of 2,000,000 shares of Common
Stock offered by Sirrom in a pending public offering at an offering
price of $25.00 per share and the application of the estimated net
proceeds therefrom.

8
<PAGE> 14
SELECTED FINANCIAL DATA OF HARRIS WILLIAMS

<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31 MARCH 31
------------------------------------------------------- ------------------------------
1993 1994 1995 1995 1996
-------------- --------------- ------------- -------------- ----------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues $569 $1,682 $2,578 $645 $1,391
---- ------ ------ ---- ------
Salaries and Benefits 207 884 1,315 319 498
Operating Expenses 156 256 530 137 115
--- --- --- ---- ------
Total Operating Expense 363 1,140 1,845 456 613
--- ------ ------ ---- ------
Operating Income 206 542 733 190 778
--- ------ ------ ---- ------
Interest Income and Other 1 11 79 4 17
--- ------ ------ ---- ------
Income Before Minority Interest 207 553 812 194 795
--- ------ ------ ---- ------
Minority Interest -- (25) (162) (39) (159)

Net Income $207 $ 527 $ 649 $155 $ 636
==== ====== ====== ==== ======
</TABLE>

9
<PAGE> 15
THE SPECIAL MEETING

GENERAL

This Proxy Statement is being furnished to the shareholders of Sirrom
in connection with the solicitation of proxies on behalf of the Board of
Directors of Sirrom for use at the Special Meeting to be held on July 31, 1996
at the time and place specified in the accompanying Notice of Special Meeting of
Shareholders, or any adjournments or postponements thereof. The purpose of the
Special Meeting is to consider and vote upon a proposal to approve the
Acquisition Agreement and the Transactions contemplated therein, and to transact
such other business as may properly come before the Special Meeting or any
adjournments or postponements thereof.

Pursuant to the Acquisition Agreement, at the Effective Time, Sirrom
will purchase the Limited Partnership Interest of Harris Williams held by Sirrom
Ltd. in exchange for 180,500 shares of Sirrom Common Stock (subject to
adjustment), and Sirrom Sub will merge with and into HW Corp., with HW Corp. as
the surviving corporation. Each share of HW Corp. Common Stock outstanding prior
to the Merger, other than those shares held by shareholders of HW Corp. choosing
to exercise and perfect dissenters' rights of appraisal under Section 730 of the
VSCA, will be canceled and converted into the right to receive an aggregate of
769,500 shares of Sirrom Common Stock, subject to adjustment. The total
number of shares issuable in connection with the Transactions is subject to
certain adjustments as set forth herein. See "DESCRIPTION OF THE TRANSACTIONS."

Each copy of this Proxy Statement mailed to holders of Sirrom Common
Stock is accompanied by a form of proxy for use at the Special Meeting.

THE BOARD OF DIRECTORS OF SIRROM RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL AND ADOPTION OF THE ACQUISITION AGREEMENT AND THE TRANSACTIONS
COMTEMPLATED THEREIN.

RECORD DATE

The Board of Directors of Sirrom has fixed the close of business on
June 24, 1996, as the Record Date for the determination of the holders of Sirrom
Common Stock entitled to receive notice of and to vote at the Special Meeting.
Only holders of record of shares of Sirrom Common Stock on the Record Date will
be entitled to receive notice of and to vote at the Special Meeting. On the
Record Date, __________ shares of Sirrom Common Stock were outstanding and held
by approximately _____ holders of record. Each holder of Sirrom Common Stock is
entitled to one vote per share held of record on the Record Date.

VOTES REQUIRED; EFFECT OF ABSTENTIONS AND NON-VOTES

Each share of Sirrom Common Stock is entitled to one vote per share
with respect to the Acquisition Agreement and on each other matter properly
submitted at the Special Meeting. Approval and adoption of the Acquisition
Agreement by the shareholders of Sirrom requires the affirmative vote of a
majority of the shares of Sirrom Common Stock present and entitled to vote at
the Special Meeting, in person or by proxy.

Pursuant to Sirrom's Bylaws, the presence, in person or by properly
executed proxy, of the holders of a majority of the shares of Sirrom Common
Stock outstanding and entitled to vote is necessary to constitute a quorum at
the Special Meeting. Under the rules of the Nasdaq Stock Market, brokers who
hold shares in street name for customers will not have the authority to vote on
the Transactions unless they receive specific instructions from beneficial
owners. Abstentions and broker non-votes will be included in determining whether
a quorum is present. Abstentions will have the same effect as a vote against the
Transactions. Broker non-votes will not be counted for purposes of determining
whether the proposal has been approved.

10
<PAGE> 16
transaction or series of related transactions and the present or potential
issuance of common stock, or securities convertible into or exercisable for
common stock, could result in an increase in outstanding common shares or voting
power of 5% or more. Sirrom Ltd., which is an affiliate of John A. Morris, Jr.,
M.D., Chairman of the Board, director and a substantial shareholder of Sirrom,
owns a 19% interest in Harris Williams. Assuming 950,000 shares of Sirrom Common
Stock issued in connection with the Transactions, the shares will represent
approximately 8.5 % of the outstanding Sirrom Common Stock.

Shareholder approval of the Transactions is not required under
Tennessee law; however, such approval is a condition to the Acquisition
Agreement, which Sirrom's Board of Directors does not intend to waive, and is
required by the Nasdaq National Market through which Sirrom's Common Stock is
traded.

VOTING AND REVOCATION OF PROXIES

Shareholders of record on the Record Date are entitled to cast their
votes, in person or by properly executed proxy, at the Special Meeting. All
shares of Sirrom Common Stock represented at the Special Meeting by properly
executed proxies received at or prior to the Special Meeting, unless properly
revoked, will be voted at the Special Meeting in accordance with the
instructions indicated on such proxies. IF A PROXY IS SIGNED AND RETURNED
WITHOUT INDICATING ANY VOTING INSTRUCTIONS, SHARES OF SIRROM COMMON STOCK
REPRESENTED BY THE PROXY WILL BE VOTED FOR APPROVAL OF THE TRANSACTIONS
CONTEMPLATED IN THE ACQUISITION AGREEMENT. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before the proxy
is voted by (i) filing with the Secretary of Sirrom, at or before the Special
Meeting, a written notice of revocation bearing a date later than the date of
the proxy, (ii) duly executing a subsequent proxy relating to the same shares
and delivering it to the Secretary of Sirrom at or before the Special Meeting;
or (iii) attending the Special Meeting and voting in person (although attendance
at the Special Meeting will not in and of itself constitute a revocation of a
proxy).

The Board of Directors of Sirrom is not aware of any business to be
acted upon at the Special Meeting other than as described in this Proxy
Statement. If, however, other matters are properly brought before the Special
Meeting, or any adjournments or postponements thereof, the persons appointed as
proxies or their substitutes will have discretion to vote or act thereon
according to their best judgment and applicable law unless the proxy indicates
otherwise.

SOLICITATION OF PROXIES

Proxies are being solicited by and on behalf of the Board of Directors
of Sirrom. Sirrom will bear the entire cost of the solicitation of proxies of
Sirrom shareholders, including printing, assembling and mailing of this Proxy
Statement, the proxy and any additional information furnished to its
shareholders. In addition to solicitation by use of the mails, proxies may be
solicited by directors, officers and employees of Sirrom in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be specifically compensated for such services but may be
reimbursed for out-of-pocket expenses in connection with such solicitation.
Arrangements will be made with brokerage houses, nominees, fiduciaries and other
custodians for the forwarding of proxy solicitation material to beneficial
owners of Sirrom Common Stock held of record by such persons, and Sirrom may
reimburse such nominees, fiduciaries and custodians for reasonable expenses
incurred in connection therewith.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Proxy Statement incorporates by reference documents that are not
presented herein or delivered herewith. These documents are available upon
request from, Maria-Lisa Caldwell, Sirrom Capital Corporation, 500 Church
Street, Suite 200, Nashville, Tennessee 37219, telephone (615) 256-0701. In
order to insure timely delivery of these documents prior to the special
shareholders meeting to which this Proxy Statement relates, any request should
be received by ___________, 1996.

Sirrom hereby undertakes to provide without change to each recipient of
the Proxy Statement, upon the written or oral request of such recipient, a copy
of any and all of the documents referred to below that have been or may be
incorporated by reference, other than exhibits to such documents. Requests for
such documents should be directed to the persons indicated in the immediately
preceding paragraph.

11
<PAGE> 17
The following documents, which have been filed with the SEC pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

(a) Sirrom's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) Sirrom's Quarterly Reports on Form 10-Q and Form
10-Q/A-1 for the period ending March 31, 1996.

All reports filed by Sirrom with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Proxy Statement and prior to July 31, 1996 shall be deemed to be incorporated by
reference herein and to be made a part hereof from their respective dates of
filing. Information appearing herein or in any document incorporated herein by
reference is not necessarily complete and is qualified in its entirety by the
information and financial statements appearing in the documents incorporated
herein by reference and should be read together therewith. Any statements
contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other document subsequently filed or incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Proxy Statement.

SHAREHOLDER PROPOSALS

Shareholders wishing to present proposals at the 1997 Annual Meeting of
Shareholders of Sirrom, should submit such proposals, in writing, to Sirrom at
its principal executive offices not later than November 15, 1996.

12
<PAGE> 18
DESCRIPTION OF THE TRANSACTIONS

This section of the Proxy Statement describes the significant aspects
of the proposed Transactions. To the extent that it relates to the Acquisition
Agreement, the following description does not purport to be complete and is
qualified in its entirety by reference to the Acquisition Agreement, which is
attached as Appendix A to this Proxy Statement.

EFFECTS OF THE TRANSACTIONS

The Transactions will become effective on the date and at the time that
the Certificates of Merger with respect to the merger of Sirrom Sub and HW Corp.
are filed with the Secretary of State of the Commonwealth of Virginia and the
Secretary of State of the State of Tennessee, or such later date and time as may
be specified in the Certificates of Merger (the "Effective Time"). The
Acquisition Agreement provides that the closing of the transactions contemplated
thereby will take place on the first day following the day on which the last of
the conditions set forth in the Acquisition Agreement have been fulfilled or
waived (where permissible) or at such other time and place as Sirrom, Sirrom
Ltd., and HW Corp. may otherwise agree. Assuming that the holders of Sirrom
Common Stock approve the Transactions, it is expected that the Effective Time
will take place promptly following the Special Meeting.

At the Effective Time, Sirrom will purchase from Sirrom Ltd., Sirrom
Ltd.'s limited partnership interest in Harris Williams (the "Limited Partnership
Interest") in exchange for 180,500 shares of Sirrom Common Stock, and Sirrom and
HW Corp. will consummate the Merger in which Sirrom Sub will be merged with and
into HW Corp. Following the Merger, the separate corporate existence of Sirrom
Sub will cease and HW Corp. will continue as the surviving corporation of the
Merger as a subsidiary of Sirrom. The Acquisition Agreement provides that the
Articles of Incorporation and Bylaws of HW Corp., as in effect immediately prior
to the Effective Time, will constitute the Charter and Bylaws of the surviving
corporation unless and until thereafter changed or amended as provided therein
or by applicable law. Immediately following the Merger, HW Corp. will be
governed by the laws of the Commonwealth of Virginia. The directors of HW Corp.
following the Merger will be George M. Miller, II, Hiter Harris and Chris
Williams and the officers of HW Corp. immediately prior to the Effective Time
will be the officers of the surviving corporation until their respective
successors are duly elected and qualified.

EXCHANGE OF HW CORP. CERTIFICATES

As promptly as practicable after the Effective Date, Sirrom will send
or cause to be sent to each holder of record of HW Corp. Common Stock as of the
Effective Date, transmittal materials for use in exchanging all of such holder's
certificates representing HW Corp. Common Stock for a certificate or
certificates representing the Sirrom Common Shares to which such holder is
entitled and a check for such holder's fractional share interest and any
dividends to which such holder is entitled, as appropriate. The transmittal
materials will contain information and instructions with respect to the
surrender and exchange of such certificates.

Upon surrender of all of the certificates for Sirrom Common Stock
registered in the name of a holder of such certificates, together with a
properly completed letter of transmittal, such exchange agent will mail to such
holder a certificate or certificates representing the number of shares of Sirrom
Common Stock to which such holder is entitled, together with all undelivered
dividends or distributions in respect of such shares and, where applicable, a
check for any fractional share interest (in each case, without interest).

All shares of Sirrom Common Stock issued to the holders of HW Corp.
Common Stock pursuant to the Merger will be deemed issued as of the Effective
Date. After the Effective Date, former holders of record of HW Corp. Common
Stock will be entitled to vote at any meeting of holders of Sirrom Common Stock
the number of Sirrom Common Shares into which their HW Corp. shares have been
converted, regardless of whether they have surrendered their HW Corp. Common
Stock certificates. Sirrom dividends having a record date on or after the
Effective Date will include dividends on all shares of Sirrom Common Stock
issued in the Merger, but no dividend or other distribution payable to the
holders of record of shares of Sirrom Common Stock at or as of any time after
the Effective Date will be distributed to the holder of any HW Corp. Common
Stock certificates until such holder physically surrenders all such certificates
as hereinabove described. Promptly after such surrender, all undelivered
dividends and other distributions and, where applicable, a check for any
fractional share interest, will be delivered

13
<PAGE> 19
to such holder (in each case, without interest). Sirrom dividends having a
record date before the Effective Date will not include dividends on the shares
of Sirrom Common Stock issued in the Merger. After the Effective Date, the stock
transfer books of HW Corp. will be closed, and there will be no transfers of the
shares of HW Corp. Common Stock that were outstanding immediately prior to the
Effective Date.

The shares of Sirrom Common Stock issued in the Merger will not be
registered under the Securities Act, and each such share of Sirrom Common Stock
shall bear a restrictive legend to that effect and Sirrom may instruct the
transfer agent to impose appropriate stop-transfer instructions with respect to
such shares.

BACKGROUND OF AND REASONS FOR THE TRANSACTIONS

George Miller, President and Chief Executive Officer of Sirrom, and
Chris Williams and Hiter Harris, the principal shareholders of HW Corp., have
been business acquaintances since 1992. Over the last four years, Harris
Williams has been a referral source for Sirrom, and has referred certain
borrowers to Sirrom over that period. In 1994, Harris Williams approached
Sirrom's predecessor concerning an investment in the firm. After review, Sirrom
determined (because of uncertainty associated with whether the investment would
comply with certain SBIC requirements) not to make the investment. At that time,
Mr. Miller introduced Harris Williams to Dr. John Morris, who was the principal
shareholder of the predecessor and was also a principal of Sirrom Ltd., another
investment partnership. Sirrom Ltd. purchased a limited partnership interest in
Harris Williams for $500,000.

In late 1995, senior management of Sirrom began considering a potential
reorganization of Sirrom's operations that would involve placing its SBIC
lending activities in a subsidiary and funding additional small business loans
through non-SBA borrowings from financial institutions. Sirrom's management
determined in early 1996 to proceed to request from the Securities and Exchange
Commission (the "SEC") the necessary exemptive orders to effect such a
reorganization, and filed its initial exemptive order request on March 26, 1996.
Subsequent to Sirrom's application for exemption, Mr. Miller and Messrs. Harris
and Williams had further discussions concerning the combination of the two
entities. On April 15, 1996, Sirrom and Harris Williams entered into a letter of
intent concerning such proposed acquisition. The terms of the letter of intent
were the result of arms length negotiations between Mr. Miller, acting on behalf
of Sirrom and Messrs. Harris and Williams, acting on behalf of Harris Williams.
The terms of the letter of intent were approved by the Board of Directors of
Sirrom, with Dr. Morris abstaining from the discussion and vote on April 18,
1996. The parties subsequently conducted due diligence and negotiated the terms
of a definitive agreement, which included as conditions to the transaction that
Sirrom's shareholders approve the transaction and that prior to the solicitation
of approval from the shareholders, the Board of Directors receive an opinion
from an investment banking firm that the transaction was fair from a financial
point of view to Sirrom's shareholders. The definitive agreement was approved by
Sirrom's Board of Directors, with Dr. Morris abstaining from the vote or
discussion, on May 14, 1996.

In approving the Acquisition Agreement, Sirrom's Board of Directors
considered a number of factors, including but not limited to the following:

(i) Sirrom's Board of Directors' review, based in part on a
presentation by Sirrom's senior management, of the business,
operations, earnings and financial condition of Harris Williams and of
the combined entities on a historical, prospective and pro forma basis.
In that connection, the Sirrom Board of Directors considered that the
transaction was accretive to pro forma combined operating earnings for
the first quarter of 1996 and was anticipated to be accretive to
Sirrom's earnings for the full 1996 year;

(ii) Harris Williams' small-business merger and acquisition
advisory services is strategically complementary to Sirrom's overall
small business lending business, providing significant opportunities
for cross-selling both to customers and referral sources, as well as
enhancing Sirrom's overall ability to realize a liquidity event on its
portfolio investments;

(iii) Harris Williams provides a source for significant
additional fee income to Sirrom without the funding and capital
requirements associated with Sirrom's lending business, providing
diversification in income and growth potential;

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<PAGE> 20
(iv) the terms of the Acquisition Agreement, including the
conditions to closing that the Transactions be accounted for as a
pooling of interests, that the transactions be approved by the
shareholders of Sirrom at a Special Meeting, and that the Board
receive, prior to soliciting such approval, an opinion of
NatWest Markets that the transaction is fair to Sirrom from a
financial point of view;

(v) the fact that while Sirrom Ltd. would recognize a
significant gain on its investment in Harris Williams, the acquisition
of Sirrom Ltd.'s interest would be a taxable transaction (in contrast
to the tax treatment to the shareholders of HW Corp. of the Merger,
which would be tax-free to such shareholders), Sirrom would receive a
tax basis in Sirrom Ltd.'s interest in Harris Williams equal to the
fair market value of the shares of Sirrom issued to Sirrom Ltd., and
certain future tax advantages would thereby accrue to Sirrom; and

(vi) the fact that Dr. Morris had not participated in any of
the negotiations concerning the terms of the Transactions and that both
Sirrom and Harris Williams had been represented in the negotiations of
the business terms by representatives that had no interest in the other
party.

After taking into account the foregoing factors, among others, the Board
approved the Acquisition Agreement by a vote of seven in favor, with Dr. Morris
abstaining from voting. The Board by the same vote also recommended approval of
the Transactions by the shareholders of Sirrom.

OPINION OF SIRROM'S FINANCIAL ADVISOR

NatWest Markets has delivered a written opinion, dated June 5, 1996
(the "Opinion"), to the Sirrom Board to the effect that, as of the date of such
Opinion, the Total Sirrom Shares to be issued by Sirrom in the Transactions
pursuant to the Acquisition Agreement (the "Acquisition Consideration") is
fair, from a financial point of view, to Sirrom. NatWest Markets' Opinion is
directed only to the fairness of the Acquisition Consideration from a financial
point of view, does not address any other aspect of the Transactions and does
not constitute a recommendation to any Sirrom shareholder as to how such
shareholder should vote at the Special Meeting. THE FULL TEXT OF THE OPINION,
WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON
AND SCOPE OF REVIEW BY NATWEST MARKETS IN RENDERING THE OPINION, IS ATTACHED
HERETO AS APPENDIX B. HOLDERS OF SHARES OF SIRROM COMMON STOCK ARE URGED TO
READ THE OPINION IN ITS ENTIRETY. THE SUMMARY OF THE OPINION SET FORTH IN THIS
PROXY STATEMENT IS QUALIFIED IN THE ENTIRETY BY REFERENCE TO THE FULL TEXT OF
THE OPINION.

In connection with the Opinion, NatWest Markets, among other things,
(i) reviewed the Acquisition Agreement; (ii) reviewed a preliminary draft of
the Proxy Statement; (iii) reviewed certain historical and pro forma financial
and operating data of Sirrom and Harris Williams that was available from public
sources or furnished to it by Sirrom or Harris Williams; (iv) reviewed certain
internal financial and operating forecasts of Sirrom and Harris Williams
prepared and provided to NatWest Markets by management of Sirrom and Harris
Williams; (v) discussed the historic and current operating results and future
prospects of Sirrom and Harris Williams with the respective senior executive
officers of Sirrom and Harris Williams; (vi) reviewed recent market price data
and trading activity for Sirrom's common stock; (vii) reviewed certain publicly
available information of selected securities brokerage firms and financial
advisory firms whose securities are publicly traded; (viii) considered the
terms, to the extent publicly available, of selected recent business
combinations in the securities, financial advisory and other agency industries;
and (ix) conducted such other financial studies, analyses and investigations as
NatWest Markets deemed appropriate.

NatWest Markets was not engaged to independently verify the accuracy or
completeness of the financial and other information it reviewed and, with the
approval of the Sirrom Board, assumed and relied, without independent
verification, upon the accuracy and completeness of all of the information
reviewed by it for purposes of the Opinion. NatWest Markets also assumed, with
the approval of the Sirrom Board, that (i) the financial forecasts provided to
it by Sirrom and Harris Williams were reasonably prepared on bases reflecting
the best current available estimates and good faith judgments of management of
Sirrom and Harris Williams as to future performance, consistent with historical
data and (ii) the terms and conditions of the Transactions, including the
Acquisition Consideration, were determined by Sirrom and Harris Williams in
arm's-length negotiations. NatWest Markets was not engaged to conduct a
physical inspection of any properties or to perform an independent valuation or
appraisal of the assets, including Sirrom's portfolio of equity and warrant
investments, or liabilities, including contingent liabilities, of Sirrom or
Harris Williams or any of their respective subsidiaries or affiliates, and
NatWest Markets was not furnished with any such valuations or appraisals.
NatWest Markets was also not engaged to review any legal, accounting,
regulatory or tax aspects of Sirrom (before or after giving effect to the
consummation of the Transactions) or the Transactions. The Opinion is based upon
the economic, market and other conditions existing on the date it was rendered.
Furthermore, NatWest Markets expressed no opinion as to the price or trading
range at which shares of Sirrom Common Stock will trade following the date of
the Opinion. Although NatWest Markets evaluated the fairness of the Acquisition
Consideration, from a financial point of view, to Sirrom, NatWest Markets did
not advise or make any recommendations with respect to the Acquisition
Consideration.

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<PAGE> 21
The following is a summary of the material financial analyses utilized
by NatWest Markets in connection with the Opinion.

Contribution and Pro Forma Financial Analysis. NatWest Markets analyzed
the contribution of each of Harris Williams and Sirrom to the revenue, pre-tax
operating income, after-tax operating income and net change in equity of the pro
forma combined company, as well as the accretion or dilution to the holders of
the Sirrom Common Stock resulting from the Transactions, for the three months
ended March 31, 1996 and the 12 months ending December 31, 1996 and 1997. For
this analysis, NatWest Markets relied on the pro forma financial statements of
the combined company for the three months ended March 31, 1996 prepared by
management of Sirrom and projections prepared by management of each of Sirrom
and Harris Williams for the years ending December 31, 1996 and 1997. This
analysis indicated the following: (i) Harris Williams could have contributed
19.6%, 17.7% and 15.9% of the total revenue for the three months ended March
31, 1996 and the 12 months ending December 31, 1996 and 1997, respectively;
(ii) Harris Williams could have contributed 23.5%, 18.2% and 17.7% of the total
pre-tax operating income for the three months ended March 31, 1996 and the 12
months ending December 31, 1996 and 1997, respectively, which would have been
accretive to Sirrom's pre-tax operating income for the same periods by 19.1%,
13.5% and 13.1%, respectively; (iii) Harris Williams could have contributed
16.0%, 12.2% and 11.8% of the total after-tax operating income for the three
months ended March 31, 1996 and the 12 months ending December 31, 1996 and 1997,
respectively, which would have been accretive to Sirrom's after tax earnings for
the same periods by 8.5%, 5.6% and 5.5%, respectively; (iv) Harris Williams
could have contributed 5.5%, 8.8% and 11.8% of the total net change in equity
for the three months ended March 31, 1996 and the 12 months ending December 31,
1996 and 1997, respectively, which would have been dilutive to Sirrom's net
change in equity for the three months ended March 31, 1996 by 3.3% and accretive
for the 12 months ending December 31, 1996 and 1997 by 1.5% and 5.5%,
respectively. Assuming the issuance of 943,000 shares of Sirrom Common Stock to
shareholders of Harris Williams in connection with the Transactions and the
issuance of 2,000,000 shares of Sirrom Common Stock in a proposed public
offering currently scheduled to be completed in June 1996, shareholders of
Harris Williams would own 7.8% of the pro forma fully diluted outstanding shares
of Sirrom Common Stock as of June 4, 1996. In connection with its analysis,
NatWest Markets noted that the projections prepared by management of Sirrom do
not include any realized gain (loss) on investments or change in unrealized
appreciation (depreciation) of investments, other than an aggregate (after-tax)
of $5.9 million of realized gain on investments and change in unrealized
appreciation of investments for the three months ended March 31, 1996. NatWest
Markets further noted that the Transactions would be dilutive to Sirrom's net
change in equity for the 12 months ending December 31, 1996 and 1997 if the
total net realized gain and unrealized appreciation (after-tax) were in excess
of $9,600,000 and $13,750,000, respectively.

Discounted Cash Flow Analysis. NatWest Markets estimated the present
value of the future streams of distributable after-tax cash flows that Harris
Williams could generate on a stand-alone basis through December 31, 2000.
NatWest Markets assumed that Harris Williams would perform in 1996 and 1997
substantially in accordance with the financial forecasts prepared by management
of Harris Williams. For the years 1998 through 2000, NatWest Markets assumed an
annual compound growth rate of 17.5% in Harris Williams' pre-tax income and a
combined tax rate of 38%. In estimating the terminal value for Harris Williams,
NatWest Markets considered a range of valuation methodologies, including price
to earnings multiples and perpetual earnings growth, and estimated the terminal
value for Harris Williams using 8.0x to 11x net earnings multiples in the
terminal year 2000. The net cash flow and terminal values were discounted to
present values utilizing discount rates ranging from 12.5% to 15.5%. This
analysis yielded an implied range of values for Harris Williams of $27,985,000
to $38,650,000.

Selected Acquisition Analysis. NatWest Markets analyzed certain
information relating to ten acquisitions in the financial advisory, securities
brokerage and other agency industries (the "Selected Acquisitions"). Such
analysis indicated, among other things, that for the Selected Acquisitions (i)
the high, mean and low latest twelve months ("LTM") price-pre-tax earnings
multiple was 31.9x, 13.2x and 7.3x, respectively; and (ii) the high, mean and
low LTM price-after-tax earnings multiple was 52.8x, 18.2x and 9.2x,
respectively. Applying the applicable multiples to Harris Williams' pre-tax and
net income for the 12 months ended March 31, 1996 yielded an implied range of
values for Harris Williams of $8,553,000 to $49,246,000, with a mean range of
$16,966,000 to $18,653,000.

Selected Company Analysis. NatWest Markets analyzed actual and
estimated selected financial, operating and stock market information for
selected regional investment banking companies ("Regional Investment Banks"),
based on publicly available information and consensus analysts' estimates for
such companies. Such analysis indicated, among other things, that for the
Regional Investment Banks (i) the high, mean and low LTM price-earnings
multiple was 15.5x, 9.7x and 6.9x, respectively; (ii) the high, mean and low
estimated 1996 price-earnings multiple was 14.3x, 9.5x and 7.4x, respectively;
(iii) the high, mean and low estimated 1997 price-earnings multiple was 15.5x,
9.2x and 6.7x, respectively; and (iv) the high, mean and low LTM price- pre-tax
earnings multiple was 10.4x, 6.2x and 4.0x, respectively. Applying the
applicable trading multiples for the Regional Investment Banks to Harris
Williams' pre-tax and net income for the 12 months ended March 31, 1996, and
the estimated net income for the 12 months ending December 31, 1996, and 1997,
yielded an implied range of values for Harris Williams of $5,598,000 to
$40,516,000, with a mean range of values of $8,753,000 to $23,928,000.

<PAGE> 22
Selected Sirrom Information Analysis. NatWest Markets reviewed and
analyzed certain financial and other information of Sirrom, including (i) a
comparison of actual and estimated selected financial, operating and stock
market information for selected small business lenders ("Selected Lenders");
(ii) historical trading prices per share and trading volume of Sirrom Common
Stock on a weekly basis from February 10, 1995 through May 31, 1996 and on a
daily basis from March 29, 1996 through June 4, 1996; (iii) stock price
performance of Sirrom Common Stock, the Standard & Poor's 500 stock index and a
composite of the Selected Lenders, all indexed weekly from February 10, 1995
through June 4, 1996; and (iv) summaries of selected research reports on, and
earnings estimates for, Sirrom.

General. The foregoing is a summary of the material financial analysis
performed by NatWest Markets, but it does not purport to be a complete
description of the analyses performed by NatWest Markets. The preparation of a
fairness opinion is a complex process and is not necessarily susceptible to
partial analysis or summary description. Selecting portions of the analyses or
of the summary set forth above, without considering the analysis as a whole,
could create a misleading or an incomplete view of the processes underlying the
Opinion. In arriving at its fairness determination, NatWest Markets considered
the results of all such analyses. In its analyses, NatWest Markets made
numerous assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are beyond the control of
either Sirrom or Harris Williams. None of the Selected Acquisitions is
identical to the Transactions, and none of the Regional Investment Banks or
Selected Lenders is identical to Harris Williams or Sirrom, as the case may be.
Accordingly, NatWest Markets indicated to the Sirrom Board that analyses of the
results described above under Selected Acquisition Analysis and Selected
Company Analysis are not mathematical; instead, such analyses involve complex
considerations and judgments concerning differences in operating and financial
characteristics including, among other things, differences in revenue
composition and earnings performance among Sirrom, Harris Williams and the
selected transactions and companies reviewed, and other factors that could
affect the public trading and acquisition values of the companies reviewed, and
other factors that could affect the public trading and acquisition values of
the companies and transactions reviewed. In arriving at the Opinion, NatWest
Markets did not attribute any particular weight to any analysis or factor
considered by it, but rather made qualitative judgments as to the significance
and relevance of each analysis and factor. NatWest Markets noted, however, that
there was insufficient publicly available information relating to certain
acquisitions that NatWest Markets would consider generally comparable to the
Transactions and that there were no publicly traded companies with operations
truly comparable to those of Harris Williams, and accordingly, NatWest Markets
placed less emphasis on its Selected Acquisition Analysis and Selected Company
Analysis than the other valuation methodologies described herein. The analyses
were prepared solely for purposes of NatWest Markets providing the Opinion to
the Sirrom Board as to the fairness, from a financial point of view, to Sirrom
of the Acquisition Consideration to be issued to the shareholders of Harris
Williams and do not purport to be appraisals or necessarily reflect the prices
at which Sirrom, Harris Williams or their respective securities actually may be
sold. Analyses based upon forecasts of future results are not necessarily
indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by such analyses. Because
such analyses, and any estimates contained therein, are inherently subject to
uncertainty, NatWest Markets does not assume any responsibility for their
accuracy.

Sirrom retained NatWest Markets to render the Opinion in connection
with the Transactions pursuant to an engagement letter dated as of May 30, 1996
(the "Engagement Letter"). NatWest Markets, including its affiliates, is an
internationally recognized investment banking firm that engages in the
valuation of businesses and their securities in connection with mergers and
acquisitions, initial and secondary public distributions of securities, private
placements and valuations for other purposes. The Sirrom Board selected
NatWest Markets to render a fairness opinion based on NatWest Markets'
experience and reputation in mergers and acquisitions and in
securities valuation generally.

NatWest Markets has advised the Sirrom Board of Directors that, in the
ordinary course of business, its affiliates may trade the securities of Sirrom
for their own account and for the accounts of their customers and, accordingly,
may at any time hold a long or short position in such securities.

Pursuant to the terms of the Engagement Letter, Sirrom has agreed to
pay NatWest Markets a fee of $150,000 upon delivery of its written opinion. In
addition, Sirrom has agreed to reimburse NatWest Markets for its reasonable
out-of-pocket expenses, including the fees and disbursements of its counsel,
and to indemnify NatWest Markets against certain liabilities relating to or
arising out of its engagement, including liabilities under the federal
securities laws.

NatWest Markets is not expressing any opinion as to what the value of
Sirrom Common Stock will be when issued to the shareholders of Harris Williams
pursuant to the Transactions or the price at which Sirrom Common Stock will
trade prior or subsequent to the consummation of the Transactions. NatWest
Markets' opinion does not constitute a recommendation to any holder of Sirrom
Common Stock as to how such holder should vote in connection with the
Transactions.

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<PAGE> 23
TERMS OF THE TRANSACTIONS

Upon consummation of the Purchase, Sirrom will acquire the Limited
Partnership Interest in Harris Williams held by Sirrom Ltd. in exchange for
180,500 shares of Sirrom Common Stock (the "LP Shares"). In the Merger, each
outstanding share of HW Corp. common stock, no par value per share (the "HW
Corp. Common Stock"), other than shares held by HW Corp. shareholders who have
exercised and perfected dissenter's rights of appraisal under Section 730 of the
VSCA, will be canceled and converted into the right to receive 7,079.442 shares
of Sirrom Common Stock or an aggregate of 769,500 shares of Sirrom Common Stock
(the "GP Shares"). To the extent not exercised, any options to acquire HW Corp.
Common Stock shall be canceled at the Effective Time. Each issued and
outstanding share of common stock of Sirrom Sub, no par value per share, shall
remain outstanding and unchanged as shares of common stock of the Surviving
Corporation, and the Surviving Corporation shall be a subsidiary of Sirrom.

The Acquisition Agreement provides for an adjustment in the number of
shares of Sirrom Common Stock exchanged in the Purchase and the Merger as
determined by a formula that depends on the average closing price of a share of
Sirrom Common Stock as reported in the Nasdaq Stock Market for the fifteen (15)
trading days preceding the earlier of August 31, 1996 or the day prior to the
Closing Date (the "Average Sirrom Stock Price") is less than $21 or greater than
$26. If the Average Sirrom Stock Price is above $26 (the "Upper Collar"), the LP
Shares and the GP Shares (the "Total Sirrom Shares") shall be reduced to equal
$24,700,000 divided by the Average Sirrom Stock Price. If the Average Sirrom
Stock Price is below $21 (the "Lower Collar"), the Total Sirrom Shares shall be
increased to equal $19,950,000 divided by the Average Sirrom Stock Price. If the
Closing Date shall occur after September 1, 1996 and the Average Sirrom Stock
Price for a share of Sirrom Common Stock for the 15 trading days immediately
preceding the day prior to the Closing Date (the "Adjusted Average Sirrom Stock
Price") shall be less than the Average Sirrom Stock Price, the Adjusted Average
Sirrom Stock Price shall be used in the foregoing calculation rather than the
Average Sirrom Stock Price. If the Average Sirrom Stock Price had been
calculated for the 15 trading days ended June __, 1996, it would have been
$26.___, and the Total Sirrom Shares reduced from 950,000 to __________.

REPRESENTATIONS AND WARRANTIES

The Acquisition Agreement contains various representations and
warranties of HW Corp., Sirrom, Sirrom Ltd., and Sirrom Sub. The representations
and warranties shall not survive the Transactions.

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<PAGE> 24
The representations and warranties of Sirrom in the Acquisition
Agreement include, among other things, representations and warranties as to:
corporate organization, capital structure, good standing and corporate power;
corporate and other authority to enter into the transactions contemplated by the
Acquisition Agreement; obtaining certain regulatory approvals in connection with
the Merger, the corporate reorganization of Sirrom and the acquisition of the
Limited Partnership Interest from Sirrom Ltd.; the interim operations of Sirrom
Sub; compliance with applicable laws; absence of litigation; adequate provisions
for taxes; absence of material adverse changes; the validity of shares of Sirrom
Common Stock issuable in the Transactions; absence of actions that would prevent
the Merger from constituting pooling of interests or qualifying under Section
368(a) of the Code; and the absence of any arrangements made by or on behalf of
Sirrom or Sirrom Sub with any broker, investment banker or similar person.

The representations and warranties of HW Corp. in the Acquisition
Agreement include, among other things, representations and warranties as to:
corporate organization, good standing and corporate power; capital structure;
corporate and other authority to enter into the transactions contemplated by the
Acquisition Agreement; the information contained in the Proxy Statement;
compliance with federal and state securities law with respect to prior sales of
HW Corp. Common Stock; compliance with applicable laws, instruments and
agreements; the absence of certain litigation, changes or events; the status and
payment of certain taxes; title to real and personal property; the status of
certain employee benefit plans; the ownership of or right to use certain
intellectual property; the financial statements and projections; compliance with
contracts and commitments; insurance obligations; regulatory approvals; business
practices; the absence of any undisclosed material adverse change; certain
accounting and tax matters; and the absence of arrangements made by or on behalf
of HW Corp. with any broker, investment banker or similar person.

The representations and warranties of Sirrom Ltd. include
representations and warranties as to ownership of the Limited Partnership
Interest of Harris Williams and full disclosure with respect to information
provided by HW Corp. pursuant to the Acquisition Agreement.

CONDITIONS

The obligations of Sirrom, Sirrom Ltd., Sirrom Sub and HW Corp. to
effect the Transactions are subject to a number of conditions, including, among
other things, the following: (i) the receipt, occurrence or filing of all
authorizations, consents, orders, declarations or approvals of, or filings with,
or termination or expiration of any waiting periods imposed by, any governmental
entity; (ii) the failure of any governmental authority to issue, promulgate,
enforce or enter any rule, regulation, executive order, decree, injunction or
other order that would have the effect of making the Transactions illegal; (iii)
the receipt of an opinion of counsel and/or accountants generally to the effects
that (a) the Merger qualifies as a reorganization under Section 368(a) of the
Code, (b) no material gain or loss will be recognized by HW Corp. and Sirrom as
a result of the Merger, (c) HW Corp. shareholders will recognize no gain or loss
for federal income tax purposes, (d) the Merger will not have a material adverse
effect on the federal income tax consequences of Sirrom; provided that clauses
(b) and (d) shall constitute a condition to consummation of the Merger only if
asserted by Sirrom and clause (c) shall constitute a condition to consummation
of the Merger only if asserted by HW Corp.; (iv) the receipt by Sirrom, HW Corp.
and Sirrom Ltd. of all resolutions adopted by the Board of Directors, partners
and shareholders of the respective companies in connection with the
Transactions.

In addition, the obligations of Sirrom and Sirrom Sub to effect the
Transactions are also subject to the fulfillment or waiver prior to the
Effective time of each of the following conditions: (i) the performance by HW
Corp. and Sirrom Ltd. in all material respects of all obligations required to be
performed by it under the Acquisition Agreement at or prior to the Effective
Time; (ii) the truthfulness and correctness of the representations and
warranties of HW Corp. and Sirrom Ltd. set forth in the Acquisition Agreement;
(iii) the receipt of a certificate from an appropriate HW Corp. and Sirrom Ltd.
officer(s) certifying to the effect of (i) and (ii) above; (iv) the receipt of
an opinion from legal counsel to HW Corp. and Sirrom Ltd. as to certain matters
agreed upon by legal counsel of Sirrom and HW Corp. and Sirrom Ltd.; (v) the
receipt by Sirrom and Sirrom Sub of the consent, exemptive order or approval of
each person, including, without limitation, governmental entities and
non-governmental self-regulatory agencies whose consent or approval shall be
required to be obtained by Sirrom in connection with the transactions
contemplated by the Acquisition Agreement, the corporate reorganization of
Sirrom, and the continued operation of Sirrom as a Regulated Investment Company
pursuant to Section 851 of the Code; (vi) the absence of any change, occurrence
or circumstance in the business, results of operations or financial condition of
HW Corp. or Harris Williams; (vii) the execution of the employment and
noncompetition agreement, and indemnification agreement in

19
<PAGE> 25
substantially the form contemplated by the Acquisition Agreement by certain of
the HW Corp. Shareholders; (viii) the receipt of letters from Arthur Andersen
LLP to the effect that the Merger may be treated by Sirrom as a pooling of
interests for accounting purposes; (ix) the receipt of "comfort" letters from
Arthur Andersen LLP in form and substance satisfactory to Sirrom dated
immediately prior to the mailing date of this Proxy Statement and immediately
prior to the Closing Date; (x) the waiting period under the HSR Act shall have
expired; (xi) options to purchase HW Corp. Common Stock held by Tiffany B.
Armstrong and Dena Frith Moore shall have been exercised; (xii) receipt of an
opinion from NatWest Markets to the effect that the consideration paid by
Sirrom in the Transactions is fair, from a financial point of view, to the
shareholders of Sirrom; (xiii) the execution of a restricted stock and
registration rights agreement by each individual receiving shares of Sirrom
Common Stock in connection with the Transactions; (xiv) the exercise by not
more than 5% of the shares of HW Corp. Common Stock of dissenters' rights under
the VSCA; and (xv) the approval of the Transactions by the Sirrom shareholders.

In addition, the obligations of HW Corp. and Sirrom Ltd. to effect the
Transactions are also subject to the fulfillment or waiver prior to the
Effective Time of each of the following conditions: (i) the performance by
Sirrom and Sirrom Sub in all material respects of all obligations required to be
performed by them under the Acquisition Agreement on or prior to the Effective
Time; (ii) the truthfulness and correctness of the representations and
warranties of Sirrom and Sirrom Sub set forth in the Acquisition Agreement;
(iii) the receipt of a certificate from an appropriate Sirrom officer certifying
to the effect of (i) and (ii) above; (iv) the execution of employment and
noncompetition agreements and indemnification agreements in substantially the
form contemplated by the Acquisition Agreement by certain of the HW Corp.
Shareholders; (v) the receipt of an opinion from legal counsel to Sirrom as to
certain matters agreed upon by legal counsel of Sirrom, HW Corp. and Sirrom
Ltd.; (vi) execution of a restricted stock and registration rights agreement by
each individual receiving shares of Sirrom Common Stock pursuant to the
Transactions; and (vii) the absence of any material adverse change in the
financial condition, business, operations or prospects of Sirrom that would be
reasonably likely to have a material adverse effect on Sirrom other than any
such change that affects small business lenders.

Sirrom will obtain all required regulatory approvals in connection with
the Acquisition Agreement, including (i) Small Business Administration ("SBA")
and Securities and Exchange Commission ("SEC") approval of the corporate
reorganization of Sirrom; and (ii) the expiration or termination of the waiting
period (and any extension thereof) applicable to the consummation of the
Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act"). Sirrom has requested an order from the SEC seeking an
exemption from certain provisions of the Investment Company Act of 1940 with
respect to the acquisition of the Limited Partnership Interest of Sirrom Ltd. in
Harris Williams.

BUSINESS PENDING THE MERGER

The Acquisition Agreement contains negative and affirmative covenants
that are customary in similar transactions. In addition, the Acquisition
Agreement provides that, except as otherwise specifically contemplated or
permitted thereby, HW Corp. shall and each of HW Corp. and Sirrom Ltd. shall
cause Harris Williams to operate its business only in the usual, regular and
ordinary course and preserve intact its business organization and assets and
take no action which would materially adversely affect the ability of any party
to perform its covenants in all material respects and to consummate the Merger
or prevent or impede the transactions contemplated in the Acquisition Agreement
from qualifying under Section 368(a) of the Code and as a pooling of interests
for accounting purposes. Further, without the prior written consent of Sirrom,
HW Corp. may not, and HW Corp. and Sirrom Ltd. may not permit Harris Williams to
change its charter, bylaws, limited partnership agreement or capitalization or
merge, consolidate with or into or otherwise acquire any interest in any entity;
declare or pay any cash dividend or other distribution of its capital stock or
redeem, retire or purchase any shares of its capital stock or issue additional
shares, rights, options or agreements to acquire shares of its capital stock;
declare, set aside or pay any distribution to a partner of Harris Williams which
would have the effect of reducing the minimum cash balance (net of short term
debt) of Harris Williams on Closing Date below an amount equal to $500,000 less
expenses incurred by HW Corp. in connection with the Transactions; authorize,
guarantee or incur indebtedness aggregating in excess of $25,000; make capital
expenditures or commitments therefor, aggregating in excess of $70,000; or take
certain other action, other than in the ordinary course of business or as
described in the Acquisition Agreement, that might impact the financial
condition or business of Harris Williams.

20
<PAGE> 26
TERMINATION

The Acquisition Agreement may be terminated at any time prior to the
Effective Time, whether before or after any approval by the shareholders of
Sirrom and/or HW Corp.: (i) by mutual written consent of Sirrom, Sirrom Ltd.,
Sirrom Sub and HW Corp.; (ii) by either Sirrom or HW Corp. if the Closing has
not occurred by October 1, 1996 or if any court of competent jurisdiction or any
governmental entity issues an order, decree or ruling or takes any other action
permanently enjoining, restraining or otherwise prohibiting the transactions
contemplated by the Acquisition Agreement, and such order, decree, ruling or
other action has become final and non-appealable; (iii) by either Sirrom or HW
Corp. if there has been a breach of any representation or warranty of the other
party which has not been cured within thirty (30) business days following
receipt by the breaching party of notice of such breach; and (iv) by Sirrom or
HW Corp. if any of the conditions set forth in the Acquisition Agreement shall
have failed to be able to be satisfied without unreasonable effort and expense.

If the Acquisition Agreement is terminated as described above, the
Acquisition Agreement, except for certain obligations with respect to
information contained in this Proxy Statement, certain taxes of Sirrom, and
disclosure of confidential information of the respective parties, shall be void
and of no further effect and there shall be no further liability by reason of
the Acquisition Agreement or the termination thereof on the part of any party
thereto (other than for breach of a covenant contained therein), or on the part
of the respective directors, officers, employees, agents or shareholders of any
of them. Notwithstanding the foregoing, in the event of a termination (i) by HW
Corp. because of a breach by Sirrom of its obligations pursuant to the
Acquisition Agreement; (ii) by any party to the Acquisition Agreement based on
the termination events set forth in clause (i) or (ii) of the
immediately-preceding paragraph; or (iii) by Sirrom as a result of its inability
to satisfy certain of the conditions set forth in the Acquisition Agreement,
Sirrom shall, within ten days following the effective date of such termination,
pay to HW Corp. an amount equal to the out-of-pocket expenses incurred by HW
Corp. in connection with the negotiation of and performance of its obligations
under the Acquisition Agreement.

EMPLOYMENT AND NONCOMPETITION AGREEMENTS

As a condition to the consummation of the Merger, each of Hiter Harris
and Chris Williams will enter into an Employment and Noncompetition Agreement
(the "Employment Agreements") with Sirrom and Sirrom Sub. Pursuant to the
Employment Agreements, Messrs. Harris and Williams shall be engaged as
principals of Sirrom Sub for a four-year term beginning on the Effective Date of
the Merger. Each of Messrs. Harris and Williams will receive $100,000 annual
base salary (automatically increased by 7.5% each year) and shall be eligible
for a performance-based cash bonus of up to $250,000 per year which will be
determined by the Board of Directors of Sirrom. The Employment Agreements
further provide for annual severance payments of $175,000 during the Severance
Period (as that term is defined in the Employment Agreements) if the employment
is terminated by Sirrom Sub for any reason other than Good Cause (as that term
is defined in the Employment Agreements). The Employment Agreements also provide
that each of Messrs. Harris and Williams will not disclose any material
confidential information concerning Sirrom Sub or Sirrom, and that during the
term of the Employment Agreements or the Severance Period, if longer, Messrs.
Harris and Williams will be prohibited from conducting business in competition
with the business conducted by Sirrom or any wholly-owned subsidiary of Sirrom
in any state in the United States and from soliciting any Sirrom or Sirrom Sub
employee for employment .

INDEMNIFICATION AGREEMENTS

Pursuant to the Acquisition Agreement, each of Messrs. Harris and
Williams shall enter into an Indemnification Agreement (the "Indemnification
Agreement") with Sirrom, pursuant to which Messrs. Harris and Williams, as
officers of Sirrom Sub, will be indemnified by Sirrom against certain claims
made against them in such capacity. Among other provisions, the Indemnification
Agreement requires Sirrom to advance all expenses for which indemnification is
available thereunder upon the indemnitee's request and to use its best efforts
to obtain Directors' & Officers' Insurance for such indemnities. The
indemnification provided under such Agreement will supplement any other forms of
indemnification provided by Sirrom.

RESTRICTED STOCK AND REGISTRATION RIGHTS AGREEMENT

Pursuant to the Acquisition Agreement, each individual receiving shares
of Sirrom Common Stock in connection with the Transactions (the "Shareholders")
shall be required to enter into a Restricted Stock and

21
<PAGE> 27
Registration Rights Agreement (the "Registration Rights Agreement") with Sirrom.
The Registration Rights Agreement provides that the Shareholders will represent
and warrant to Sirrom that they are either "accredited investors" within the
meaning of Rule 501(a) of Regulation D of the Securities Act or that they have
similar investment experience and knowledge to that of an "accredited investor."
Under the terms of the Registration Rights Agreement, the Shareholders have
agreed to comply with the transfer limitations placed on the Total Sirrom Shares
because such shares have not been registered under the Securities Act. The
Registration Rights Agreement also provides that, for a period beginning
__________, 1996 through __________, 2000, the Shareholders will have the
opportunity to register their shares any time Sirrom proposes to file a
registration statement under the Securities Act with respect to an offering by
Sirrom for its own account. There is no limit to the number of such incidental
registration rights during the period set forth above.

EXPENSES

The Acquisition Agreement provides that each of the parties to the
Acquisition Agreement will bear its own expenses in connection with the
Acquisition Agreement and the transactions contemplated thereby. Notwithstanding
the foregoing, Sirrom shall be solely responsible for (i) all expenses in
connection with the filing of the Proxy Statement and each amendment or
supplement thereto; (ii) the fees and expenses of Arthur Andersen LLP in
connection with the audit of HW Corp. and Harris Williams and all other services
provided in connection with the Acquisition Agreement; (iii) the fees of
NatWest Markets; (iv) and the fees and expenses of counsel or accountants
providing opinions to Sirrom, and all filing fees required under the HSR Act.

WAIVER AND AMENDMENT

The Acquisition Agreement provides that, at any time prior to the
Effective Time, any party to the Acquisition Agreement, by action taken by its
Board of Directors may, to the extent legally allowed: (i) extend the time for
performance of any of the obligations or other acts of the other party contained
in the Acquisition Agreement; (ii) waive any inaccuracies in the representations
and warranties of the other party contained in the Acquisition Agreement or any
document delivered pursuant thereto; and (iii) waive compliance with the
agreements or conditions for the benefit of such party under the Acquisition
Agreement. Any such extension or waiver shall only be valid if in writing signed
by the party to be charged.

The Acquisition Agreement may be amended at any time upon the written
agreement of the parties to the Acquisition Agreement.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Sirrom Ltd. owns a 19% limited partnership interest in Harris Williams,
and will receive 19% of the Total Sirrom Shares issued in the Transactions,
(approximately 180,500 shares if the Average Closing Price is between $21 and
$26, or, aggregate consideration (valued at the Average Sirrom Stock Price) of
between $3,790,500 and $4,693,000. The shares will be "restricted securities"
under Rule 144 of the Securities Act of 1933 and will not be transferable except
under limited circumstances for up to a three-year period by Sirrom Ltd. Sirrom
Ltd. acquired its Limited Partnership Interest in Harris Williams in August 1994
in connection with organization of the limited partnership for $500,000 cash.
Dr. Morris, a director of and Chairman of the Board of Sirrom and his immediate
family has an approximately 55% beneficial interest in Sirrom Ltd.

ACCOUNTING TREATMENT

It is a condition to the consummation of the Merger that the Merger
qualify for pooling of interests accounting treatment under generally accepted
accounting principles and rules and regulations of the Commission. The unaudited
pro forma condensed consolidated financial statements included herein have been
prepared on the assumption that the Merger will be accounted for as a pooling of
interests.

Representatives of Sirrom's independent accountants, Arthur Andersen
LLP, are expected to be present at the Special Meeting. They will have an
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions from shareholders.

22
<PAGE> 28
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a summary description of the material federal income
tax consequences of the Transactions affecting Sirrom, Sirrom Sub and HW Corp.
This summary is not a complete description of all such tax consequences, and no
information is provided herein with respect to the tax consequences of the
Transactions under applicable foreign, state or local laws.

It is a condition to the obligation of each party to the Acquisition
Agreement except for Sirrom Ltd., to proceed with the Merger that such party
shall have received an opinion from its counsel or accountants that for federal
income tax purposes the Merger will constitute a tax-free reorganization within
the meaning of Section 368(a) of the Code. The Merger will be consummated in
reliance, among other things, upon the aforementioned opinions. The parties have
not requested nor will they receive an advance ruling from the Internal Revenue
Service as to the federal income tax consequences of the Merger. Therefore,
there can be no assurance that the Merger will constitute a tax-free
reorganization, or that other favorable tax treatment will be made available to
HW Corp. or Sirrom or to the shareholders of HW Corp. These opinions, which are
based, in part, on certain customary representations made by the management of
HW Corp. and of Sirrom, will provide that the material federal income tax
consequences of the Merger, under currently applicable law, are as follows:

(i) The Merger will qualify as a tax-free reorganization under
Section 368(a)(2)(E) of the Code of the type known as a "reverse
triangular merger." Sirrom, Sirrom Sub and HW Corp. will each be a
party to the reorganization within the meaning of Section 368(b) of the
Code;

(ii) No gain or loss will be recognized by Sirrom, Sirrom Sub
or HW Corp. as a result of the Merger; and

(iii) No gain or loss will be recognized by an HW Corp.
shareholder who receives solely Sirrom Common Stock in the Merger.

The Purchase of limited partnership interests of Harris Williams owned
by Sirrom Ltd. in exchange for shares of Sirrom Common Stock will be a taxable
transaction to the limited partner of Harris Williams, but will not be taxable
to Sirrom. The tax basis to Sirrom of the limited partnership interests obtained
in the purchase will be equal to the fair market value of the Sirrom Common
Stock issued in exchange therefore. Under final Treasury Regulations issued on
December 20, 1995, the tax basis to Sirrom of the shares of HW Corp. obtained in
the Merger will be equal to whichever of the following is the greater:

(i) the basis to HW Corp. of all its assets immediately before
the Merger (i.e., its partnership interest in Harris Williams) less the
liabilities of HW Corp. assumed in the Merger, or

(ii) the aggregate basis to HW Corp. shareholders of their
stock in HW Corp. immediately before the Merger.

It is a condition to the obligation of Sirrom to complete the
Transactions that it shall have received an opinion of counsel to the effect
that Sirrom will continue to qualify as a regulated investment company ("RIC")
pursuant to Section 851 et seq. of the Code immediately after the Merger. HW
Corp. cannot qualify as a RIC; Sirrom intends for it to be taxable as a C
corporation after the Transactions.

The legal opinion as to continuation of RIC status for Sirrom will be
restricted to the application of certain diversification requirements which
require, in part, that not more than 25% of the value of a RIC's total assets
may be invested in the securities (other than U.S. Government securities or
securities of other RICs) of any one issuer or two or more issuers controlled by
such RIC which are engaged in similar or related trades or businesses. As
applied to the acquisition of HW Corp., this test is initially calculated at the
time the interest in HW Corp. is acquired. Counsel's opinion will be based on
representations that, immediately after the Transactions, the stock of HW Corp.
and the limited partnership interests of Harris Williams will represent less
than 25% of Sirrom's total assets. Subsequent growth of HW Corp., if internally
generated, will not cause this test to be applied again even if the 25% limit is
subsequently exceeded. However, the test must be reapplied in the event that
Sirrom makes a subsequent investment in HW Corp., lends to it or acquires
another merger-and-acquisition advisory firm. The opinion of counsel will not
address the possibility that events subsequent to the Transactions could cause
Sirrom to fail this diversification

23
<PAGE> 29
test, or that the operation of Sirrom and HW Corp. after the Transactions could
result in a failure of the other tests required to maintain RIC status.

If Sirrom were to fail to qualify as a RIC, it would not be entitled to
a deduction for dividends paid. In this event, the corporate income tax could be
substantial and there would be a substantial reduction in Sirrom's net assets.
Moreover, future distributions to Sirrom's shareholders would be reduced because
of the loss of the tax deduction for payment of such dividends that is available
to a RIC.

24
<PAGE> 30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND SIRROM MANAGEMENT

The following table sets forth, as of February 28, 1996, the beneficial
ownership of each current director, each of the executive officers, the
executive officers and directors as a group, and each shareholder known to
management of the Company to own beneficially more than 5% of the outstanding
shares of Common Stock of the Company. Unless otherwise indicated, the Company
believes that the beneficial owner set forth in the table has sole voting and
investment power. The Transactions will have no effect on the number of shares
of Sirrom Common Stock of the shareholders in the following table; however, the
issuance of the Total Sirrom Shares in connection with the Transactions will
reduce the percentage of voting stock held by such beneficial owners by
approximately _____ percent.

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
- --------------------------------------- ---------------------------- --------------------------

<S> <C> <C>
John A. Morris, Jr., M.D. 2,222,490(2) 24.2%
243 Medical Center South
2100 Pierce Avenue
Nashville, TN 37212

Sirrom Partners, L.P. 2,035,148 22.1
500 Church Street, Suite 200
Nashville, TN 37219

George M. Miller, II 461,666(3) 4.9

E. Townes Duncan 200 *

William D. Eberle 1,000 *

Edward J. Mathias 67,330(4) *

Robert A. McCabe, Jr. 100 *

Raymond H. Pirtle, Jr. 16,903 *

Peter T. Socha 80,200 *

L. Edward Wilson 43,006(5) *

Carl W. Stratton -- --

David Resha -- --

Executive officers and directors, as a 2,961,695 31.2
group (11 persons)
</TABLE>

- ------------------------
* Less than one percent.

(1) Pursuant to the rules of the Securities and Exchange Commission, shares
of Common Stock subject to options held by directors and executive
officers of the Company that are exercisable within 60 days of February
28, 1996, are deemed outstanding for the purposes of computing such
director's or executive officer's beneficial ownership and the
beneficial ownership of all executive officers and directors as a
group.
(2) Includes 2,035,148 shares owned by Sirrom Partners, L.P., a limited
partnership owned by Dr. Morris and his family, and 187,350 shares
owned by Sirrom Ltd., a limited partnership whose general partner is
All Scarlet, Inc., a corporation owned 50% by Dr. Morris and 50% by his
brother. Dr. Morris has shared voting power and shared investment power
with respect to all of these shares.
(3) Includes 263,932 shares issuable pursuant to certain stock options
granted to Mr. Miller. The option for the purchase of 150,000 shares
becomes exercisable as to 25% of the shares on August 1, 1997, as to an
additional 25% of the shares on August 1, 1998 and as to the remaining
50% of the shares on August 1, 1999. The option for the purchase of
56,966 shares vests as to 20% of the shares on December 15, 1996 and
each December 15th thereafter. The remaining option for the purchase of
56,966 shares vests as to 20% of the shares on February 1, 1997 and
each February 1st thereafter. This number also includes 95,415 shares
held by three trusts established for the benefit of Mr. Miller's
children. Mr. Miller's spouse is the trustee of these trusts.
(4) Includes 33,165 shares owned by Mr. Mathias' spouse and 1,000 shares
owned by his daughter.
(5) Includes 37,606 shares owned by the L.E. and Mary Lou Wilson Revocable
Living Trust, of which Mr. Wilson is a trustee. This amount also
includes 3,000 shares owned by the Estate of L.E. Wilson, Sr., of which
Mr. Wilson is the attorney-in-fact, and Mr. Wilson disclaims beneficial
ownership of such shares.

25
<PAGE> 31
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION

PRO FORMA FINANCIAL INFORMATION

HW Corp. was formed in 1991 and Harris Williams was later formed in
August 1994, upon investment of Sirrom Ltd. (the "Minority Interest"). At that
time, HW Corp. began conducting all of its operations through Harris Williams.
HW Corp.'s operations after August 1994 consist solely of its investment in
Harris Williams.

The pro forma statement of operations data for the three months ended
March 31, 1996, has been prepared based on unaudited statements of operations of
each of the respective companies. The pro forma statement of operations data for
the years ended December 31, 1995 and 1994 have been prepared based on audited
statements of operations of the Company and HW Corp., which are presented
elsewhere in this Proxy Statement. The minority interest deduction included in
the HW Corp. financial statements is eliminated in the pro forma presentation
because the Company is acquiring the Minority Interest. The pro forma statement
of operations data may not be indicative of future results of operations or of
the actual results of operations had the acquisition described above been
effective on January 1 of each respective year.

SIRROM CAPITAL CORPORATION
PRO FORMA STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1996
--------------------------------------------------------------------------------------------
SIRROM
CAPITAL MINORITY
CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA
---------------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
OPERATING INCOME:
Interest on investments ....... $ 4,862,463 $ -- $ -- $ -- $ 4,862,463
Advisory fees ................. -- 1,391,500 -- -- 1,391,500
Loan processing fees .......... 921,250 -- -- -- 921,250
Other income .................. -- 17,142 -- -- 17,142
----------- ----------- ----------- --------- -----------
Total operating income ...... 5,783,713 1,408,642 -- -- 7,192,355
OPERATING EXPENSES:
Interest expense .............. 1,789,982 -- -- -- 1,789,982
Salaries and benefits ......... 739,020 498,402 -- -- 1,237,422
Other operating expenses ...... 477,064 114,822 -- -- 591,886
Amortization expense .......... 188,397 -- -- -- 188,397
----------- ----------- ----------- --------- -----------
Total operating expenses .... 3,194,463 613,224 -- -- 3,807,687
----------- ----------- ----------- --------- -----------
Net operating income ............ 2,589,250 795,418 -- -- 3,384,668
Realized gain on investments .... 5,756,489 -- -- -- 5,756,489
Change in unrealized appreciation
of investments ................ 2,240,559 -- -- -- 2,240,559
Provision for income taxes ...... (2,134,960) -- -- (278,396)(1) (2,413,356)
Minority interest ............... -- (159,095) 159,095 -- --
----------- ----------- ----------- --------- -----------
Net increase in shareholders'
equity resulting from

operations .................. $ 8,451,338 $ 636,323 $ 159,095 $(278,396) $ 8,968,360
=========== =========== =========== ========= ===========
Per share:

Pretax operating income ......... $ 0.27 $ 0.27
Net increase resulting from ..... 0.87 0.84
operations
Fully diluted weighted average
shares outstanding ............ 9,733,000 950,000(2) 10,683,000
</TABLE>

- ---------------------
(1) Reflects the provision and accrual for federal income taxes on operations of
HW Corp and Minority Interest at statutory rates.
(2) Reflects the impact of the shares issued in connection with the proposed
acquisition.

26
<PAGE> 32
SIRROM CAPITAL CORPORATION

PRO FORMA STATEMENT OF OPERATIONS DATA

YEAR ENDED DECEMBER 31, 1995
-------------------------------------------------------------------------------------------
SIRROM
CAPITAL MINORITY
CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA
---------------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
OPERATING INCOME:
Interest on investments ....... $ 13,451,742 $ -- $ -- $ -- $ 13,451,742
Advisory fees ................. -- 2,577,841 -- -- 2,577,841
Loan processing fees .......... 1,899,692 -- -- -- 1,899,692
Other income .................. 223,456 78,544 -- -- 302,000
------------ ----------- ---------- --------- ------------
Total operating income ...... 15,574,890 2,656,385 -- -- 18,231,275

OPERATING EXPENSES:
Interest expense .............. 4,771,131 -- -- -- 4,771,131
Salaries and benefits ......... 1,081,478 1,314,723 -- -- 2,396,201
Other operating expenses ...... 1,412,358 530,052 -- -- 1,942,410
State income tax on interest .. 109,035 -- -- -- 109,035
Amortization expense .......... 207,792 -- -- -- 207,792
------------ ----------- ---------- --------- ------------
Total operating expenses .... 7,581,794 1,844,775 -- -- 9,426,569
------------ ----------- ---------- --------- ------------
Net operating income ............ 7,993,096 811,610 -- -- 8,804,706
Realized gain on investments .... 1,759,513 -- -- -- 1,759,513
Change in unrealized appreciation
of investments ................ 4,693,544 -- -- -- 4,693,544
Provision for income taxes ...... (1,020,321) -- -- (284,064)(1) (1,304,385)
Minority interest ............... -- (162,361) 162,361 -- --
------------ ----------- ---------- --------- ------------
Net increase in shareholders'
equity resulting from

operations .................. $ 13,425,832 $ 649,249 $ 162,361 $(284,064) $ 13,953,378
============ =========== ========== ========= ============
Per share:
Pretax operating income ......... $ 0.99 $ 0.98
Net increase resulting from
operations .................... 1.64 1.53
Fully diluted weighted average
shares outstanding ............ 8,169,000 950,000(2) 9,119,000
</TABLE>

- ---------------------

(1) Reflects the provision and accrual for federal income taxes on operations of
HW Corp and Minority Interest at statutory rates.
(2) Reflects the impact of the shares issued in connection with the proposed
acquisition.

27
<PAGE> 33
SIRROM CAPITAL CORPORATION

PRO FORMA STATEMENT OF OPERATIONS DATA

<TABLE>
<CAPTION>
Year Ended December 31, 1994
-------------------------------------------------------------------------------------------
SIRROM
CAPITAL MINORITY
CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA
---------------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
OPERATING INCOME:
Interest on investments ....... $ 7,336,816 $ -- $ -- $ -- $ 7,336,816
Advisory fees ................. -- 1,681,951 -- -- 1,681,951
Loan processing fees .......... 901,340 -- -- -- 901,340
Other income .................. -- 10,909 -- -- 10,909
----------- ----------- ---------- --------- -----------
Total operating income ...... 8,238,156 1,692,860 -- -- 9,931,016

OPERATING EXPENSES:
Interest expense .............. 3,123,461 -- -- -- 3,123,461
Salaries and benefits ......... -- 884,396 -- -- 884,396
Management fees ............... 1,072,833 -- -- -- 1,072,833
Other operating expenses ...... 122,339 255,597 -- -- 377,936
State income tax on interest .. 457,035 -- -- -- 457,035
Amortization expense .......... 117,992 -- -- -- 117,992
----------- ----------- ---------- --------- -----------
Total operating expenses .... 4,893,660 1,139,993 -- -- 6,033,653
----------- ----------- ---------- --------- -----------
Net operating income .......... 3,344,496 552,867 -- -- 3,897,363
Realized (loss) on investments .. (538,025) -- -- -- (583,025)
Change in unrealized appreciation
of investments ................ 3,356,316 -- -- -- 3,356,316
Provision for income taxes ...... -- -- -- (193,503)(1) (193,503)
Minority interest ............... -- (25,468) 25,468 -- --
----------- ----------- ---------- --------- -----------
Net increase in shareholders'
equity resulting from
operations .................. $ 6,162,787 $ 527,399 $ 25,468 $(193,503) $ 6,522,151
=========== =========== ========== ========= ===========
Per share:
Pretax operating income ......... $ 0.88 $ 0.83
Net increase resulting from
operations .................... 1.43 1.24
Fully diluted weighted average
shares outstanding ............ 4,324,000 950,000(2) 5,274,000
</TABLE>

- ---------------------

28
<PAGE> 34
SIRROM CAPITAL CORPORATION

PRO FORMA BALANCE SHEET DATA

<TABLE>
<CAPTION>
MARCH 31, 1996
-------------------------------------------------------------------------------------------
SIRROM
CAPITAL MINORITY
CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA
---------------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Loan .......................... $ 166,936,281 $ -- $ -- $ -- $ 166,936,281
Equity interests .............. 22,548,818 -- -- -- 22,548,818
Warrants ...................... 11,198,843 -- -- -- 11,198,843
------------- ---------- --------- --------- -------------
Total investments ........... 200,683,942 -- -- -- 200,683,942
============= ========== ========= ========= =============
Cash and cash equivalents ....... 78,283 1,782,594 -- (550,075)(1) 1,310,802
Interest receivable ............. 2,534,774 -- -- -- 2,534,774
Debenture costs, net ............ 2,095,634 -- -- -- 2,095,634
Furniture and equipment, net .... 214,734 67,914 -- -- 282,648
Other assets .................... 598,473 149,885 -- -- 748,358
------------- ---------- --------- --------- -------------
Total assets ................ $ 206,205,840 $2,000,393 $ -- $(550,075) $ 207,656,158
============= ========== ========= ========= =============

LIABILITIES
Debentures payable to SBA ....... $ 83,260,000 $ -- $ -- $ -- $ 83,260,000
Revolving credit facility ....... 24,916,000 -- -- -- 24,916,000
Interest payable ................ 1,281,333 -- -- -- 1,281,333
Accrued taxes payable ........... 2,310,268 -- -- 278,396)(1) 2,588,664
Accounts payable and accrued
expenses ...................... 32,016 364,859 -- -- 396,875
------------- ---------- --------- --------- -------------
Total liabilities ........... 111,799,617 364,859 -- 278,396 112,442,872
------------- ---------- --------- --------- -------------
Commitments and contingencies
Minority interest ............... -- 610,262 (610,262) --
Shareholders' equity:
Common stock -- no par value,
50,000,000 shares authorized,
9,195,116 issued and
outstanding ................. 73,919,184 60,783 -- -- 73,979,967
Notes receivable from
employees ................... (1,980,000) -- -- -- (1,980,000)
Undistributed net realized
earnings .................... 10,413,719 964,489 610,262 (828,471)(1) 11,159,459
Unrealized appreciation of
investments ................. 12,053,860 -- -- -- 12,053,860
------------- ---------- --------- --------- -------------
Total shareholders' equity .. 94,406,223 1,025,272 610,262 (828,471) 95,213,286
------------- ---------- --------- --------- -------------
Total liabilities, and
shareholders' equity ...... $ 206,205,840 $2,000,393 $ -- $(550,075) $ 207,656,158
============= ========== ========= ========= =============
</TABLE>

- ---------------------

(1) Reflects the provision, accrual and payment of federal income taxes on
operations of HW Corp and Minority Interest at statutory rates.

29
<PAGE> 35
SIRROM CAPITAL CORPORATION

PRO FORMA BALANCE SHEET DATA

<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------------------------------------------------------------
SIRROM
CAPITAL MINORITY
CORPORATION HW CORP INTEREST ADJUSTMENTS PRO FORMA
---------------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Loans $ 144,854,517 $ -- $ -- $ -- $ 144,854,517
Equity interests 15,912,467 -- -- -- 15,912,467
Warrants 11,513,183 -- -- -- 11,513,183
------------- -------- --------- --------- -------------
Total investments 172,280,167 -- -- -- 172,280,167
------------- -------- --------- --------- -------------
Cash and cash equivalents 195,069 737,682 -- (266,011)(1) 666,740
Interest receivable 2,119,567 -- -- -- 2,119,567
Debenture costs, net 2,020,030 -- -- -- 2,020,030
Furniture and equipment, net 203,860 72,421 -- -- 276,281
Other assets 211,165 74,425 -- -- 285,590
------------- -------- --------- --------- -------------
Total assets $ 177,029,858 $884,528 $ -- $ (266,01)(1) $ 177,648,375
============= ======== ========= ========= =============

LIABILITIES
Debentures payable to SBA $ 73,260,000 $ -- $ -- $ -- $ 73,260,000
Revolving credit facility 13,200,000 -- -- -- 13,200,000
Interest payable 936,818 -- -- -- 936,818
Accrued taxes payable 1,073,525 -- -- -- 1,073,525
Accounts payable and accrued
expenses 213,901 44,418 -- 284,064)(1) 542,383
------------- -------- --------- --------- -------------
Total liabilities 88,684,244 44,418 -- 284,064 89,012,726
------------- -------- --------- --------- -------------
Commitments and contingencies
Minority interest -- 451,161 (451,161) -- --
Shareholders' equity:
Common stock -- no par value,
50,000,000 shares authorized,
9,195,116 issued and
outstanding 73,919,184 60,783 -- -- 73,979,967
Notes receivable from
employees (1,980,000) -- -- -- (1,980,000)
Undistributed net realized
earnings 6,593,144 328,166 451,161 (550,075)(1) 6,822,396
Unrealized appreciation of
investments 9,813,286 -- -- -- 9,813,286
------------- -------- --------- --------- -------------
Total shareholders' equity .. 88,345,614 388,949 451,161 (550,075) 88,635,649
------------- -------- --------- --------- -------------
Total liabilities, and
shareholders' equity $ 177,029,858 $884,528 $ -- $(266,011) $ 177,648,375
============= ======== ========= ========= =============
</TABLE>

- ---------------------
(1) Reflects the provision and accrual for federal income taxes on operations of
HW Corp and Minority Interest at statutory rates.

30
<PAGE> 36
INFORMATION CONCERNING HARRIS WILLIAMS

BUSINESS

Harris Williams is a merger and acquisition advisory firm that currently
focuses exclusively on providing advisory services with respect to small and
medium sized companies throughout the United States that are similar in size to
Sirrom's portfolio companies. Harris Williams' clients have included divisions
of large companies, portfolio companies of professional investor groups, and
privately owned businesses. The typical Harris Williams engagement includes a
monthly retainer and a success fee contingent upon closing the transaction. The
firm has consistently grown since inception with the number of professionals
increasing from two to nine over the past three years, and Harris Williams
anticipates adding an additional five professionals by August 1996.

HARRIS WILLIAMS' MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

HW Corp.'s financial performance in the Statements of Income is composed of
"Revenues" (which includes retainer fee income, closing fee income, and expense
reimbursements) and "Expenses" (which represents all expenses associated with
operating the business and includes salaries, bonuses, office expenses, and
travel). Retainer fee income is recorded as invoiced, closing fee income is
recorded only upon the closing of the transaction, and expenses are recorded as
incurred. "Operating Income" is calculated as "Revenues" less "Expenses" and
reflects the profitability of the Company before "Interest Income" and "Minority
Interest."

THREE MONTHS ENDED MARCH 31, 1996 AND 1995

HW Corp.'s Revenues increased from $645,238 for the first quarter of 1995 to
$1.4 million during the same period in 1996, an increase of 115.7%. This
increase is attributed to the overall growth in the size of the firm and the
corresponding number of transactions closed. For the first three months of 1996,
the Company closed three transactions and employed nine professionals during the
period. During the first three months of 1995, HW Corp. closed one transaction
and employed seven professionals during the period. Because Expenses remained
fairly constant quarter to quarter, with the exception of the salaries and
benefits for the additional employees, Expenses as a percentage of Revenues
decreased significantly from 70.6% for the first three months of 1995 versus
44.1% for the same period in 1996. As a result, Operating Income increased from
$189,450 in the first quarter of 1995 to $778,276 for the first quarter of 1996,
an increase of 310.8%. It should be noted that the timing of the closing of
transactions heavily influences quarterly performance; however, the financial
performance for these periods generally reflects the performance expected for
the remaining portions of both fiscal years.

FISCAL YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

During the fiscal year ended December 31, 1995, the Company achieved Revenues
of $2.6 million, an increase of 53.3% over the $1.7 million achieved in 1994.
Revenue for 1994 was 195.5% higher than the $569,226 achieved in 1993. The
primary drivers of this growth were the number of professionals in each year and
the corresponding number of transactions that were closed. In 1995, HW Corp. had
the equivalent of eight professionals for the full year and closed eight
transactions. In 1994, the Company had five full year professionals and closed
five transactions. Similarly, the Company had the equivalent of three
professionals for the full year and closed three transactions in 1993. As of
July 1996, the Company intends to employ 14 professionals.

Expenses, which are largely driven by the salaries and bonuses paid or accrued
and the amount of travel related to transactions, remained relatively constant
as a percentage of Revenues during fiscal 1995, 1994, and 1993. In 1995,
Expenses represented 71.6% of Revenues; in 1994, Expenses were 67.8% of
Revenues; and in 1993, Expenses totaled 63.8% of Revenues. As a result of this
consistency and the constantly increasing level of Revenues, Operating Income
increased to $733,066 in 1995, which was a 35.3% increase over the $541,958
earned in 1994. Operating Income for 1994 increased by 162.8% over the $206,236
earned in 1993.

31
<PAGE> 37
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
HARRIS WILLIAMS & CO. AND SUBSIDIARY
<S> <C>
Report of Independent Public Accountants................................................................................ F-2
Consolidated Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996 (unaudited)............................. F-3
Consolidated Statements of Income for the Years Ended December 31, 1993, 1994 and 1995 and
for the Three Months Ended March 31, 1995 and 1996 (unaudited)........................................................ F-4
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31,
1993, 1994 and 1995 and the Three Months Ended March 31, 1996 (unaudited)............................................. F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1994 and 1995
and the Three Months Ended March 31, 1995 and 1996 (unaudited)........................................................ F-6
Notes to Consolidated Financial Statements.............................................................................. F-7
</TABLE>

F-1
<PAGE> 38
HARRIS WILLIAMS & CO.
AND SUBSIDIARY

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Harris Williams & Co. and Subsidiary:

We have audited the accompanying consolidated balance sheets of HARRIS
WILLIAMS & CO. AND SUBSIDIARY (a Virginia "S" corporation) as of December 31,
1994 and 1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the years ended December 31, 1993, 1994
and 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harris Williams & Co. and
subsidiary as of December 31, 1994 and 1995, and the results of their operations
and cash flows for the years ended December 31, 1993, 1994 and 1995 in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Nashville, Tennessee
May 10, 1996

F-2
<PAGE> 39
HARRIS WILLIAMS & CO.
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ MARCH 31,
1994 1995 1996
-------- -------- ----
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents ........................... $ 738,851 $ 737,682 $ 1,782,594
Accounts receivable ................................. 20,352 61,023 137,423
Prepaid expenses .................................... 7,735 11,287 10,347
--------- ----------- -----------
Total current assets ......................... 766,938 809,992 1,930,364
--------- ----------- -----------
FURNITURE AND EQUIPMENT, at cost ...................... 88,742 108,637 109,611
Less accumulated depreciation ....................... (16,283) (36,216) (41,697)
--------- ----------- -----------
Net furniture and equipment .................. 72,459 72,421 67,914
--------- ----------- -----------
OTHER ASSETS .......................................... 6,025 2,115 2,115
--------- ----------- -----------
$ 845,422 $ 884,528 $ 2,000,393
========= =========== ===========

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities ............ $ 10,920 $ 44,418 $ 364,859
--------- ----------- -----------
Total current liabilities .................... 10,920 44,418 364,859
--------- ----------- -----------
MINORITY INTEREST ..................................... 488,801 451,161 610,262
--------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par, 5,000 shares
authorized, 100 shares issued and outstanding ..... 60,783 60,783 60,783
Retained earnings ................................... 284,918 328,166 964,489
--------- ----------- -----------
345,701 388,949 1,025,272
--------- ----------- -----------
$ 845,422 $ 884,528 $ 2,000,393
========= =========== ===========
</TABLE>

The accompanying notes are an integral part of these balance sheets.

F-3
<PAGE> 40
HARRIS WILLIAMS & CO.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------ --------------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES:
Fee income....................... $498,543 $1,553,862 $2,257,496 $523,315 $1,277,597
Expense reimbursements........... 70,683 128,089 320,345 121,923 113,903
-------- ---------- ---------- -------- ----------
569,226 1,681,951 2,577,841 645,238 1,391,500
-------- ---------- ---------- -------- ----------
EXPENSES:
Salaries and benefits 206,607 884,396 1,314,723 318,526 498,402
Operating expenses 156,383 255,597 530,052 137,262 114,822
-------- ---------- ---------- -------- ----------
362,990 1,139,993 1,844,775 455,788 613,224
-------- ---------- ---------- -------- ----------
Operating income 206,236 541,958 733,066 189,450 778,276
-------- ---------- ---------- -------- ----------
INTEREST INCOME AND OTHER 931 10,909 78,544 4,385 17,142
-------- ---------- ---------- -------- ----------
INCOME BEFORE MINORITY INTEREST 207,167 552,867 811,610 193,835 795,418
MINORITY INTEREST -- (25,468) (162,361) (38,767) (159,095)
-------- ---------- ---------- -------- ----------
NET INCOME $207,167 $ 527,399 $ 649,249 $155,068 $ 636,323
======== ========== ========== ======== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 41
HARRIS WILLIAMS & CO.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
-------------------- RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- -----
<S> <C> <C> <C> <C>

BALANCE, JANUARY 1, 1993 100 $60,783 $ 43,102 $ 103,885
Net income.............................. -- -- 207,167 207,167
Distributions to stockholders........... -- -- (175,350) (175,350)
--- ------- --------- ----------
BALANCE, DECEMBER 31, 1993................ 100 60,783 74,919 135,702
Net income.............................. -- -- 527,399 527,399
Distributions to stockholders........... -- -- (317,400) (317,400)
--- ------- --------- ----------
BALANCE, DECEMBER 31, 1994................ 100 60,783 284,918 345,701
Net income.............................. -- -- 649,249 649,249
Distributions to stockholders........... -- -- (606,001) (606,001)
--- ------- --------- ----------
BALANCE, DECEMBER 31, 1995................ 100 60,783 328,166 388,949
Net income, (unaudited)................. -- -- 636,323 636,323
--- ------- --------- ----------
BALANCE, MARCH 31, 1996, (unaudited) 100 $60,783 $ 964,489 $1,025,272
=== ======= ========= ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE> 42
HARRIS WILLIAMS & CO.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED MARCH 31,
------------------------------------ ----------------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net income........................... $ 207,167 $ 527,399 $ 649,249 $ 155,068 $ 636,323
Adjustments to reconcile consolidated net
income to net cash provided (used) by
operating activities:

Depreciation.................................... 3,194 9,671 20,613 4,983 5,440
Minority interest in net income
of consolidated subsidiary.................... -- 25,468 162,361 38,767 159,095
Increase in accounts receivable................. -- (4,989) (40,671) (508,124) (76,400)
(Increase) decrease in prepaid expenses......... (6,653) (5,785) (3,552) 567 940
(Increase) decrease in other assets............. (501) (5,287) 3,230 -- --
Increase (decrease) in accounts payable
and accrued liabilities.................... (760) 9,162 33,499 265,050 320,489
--------- --------- --------- --------- ----------
Net cash provided (used) by operating
activities............................... 202,447 555,639 824,729 (43,689) 1,045,887
--------- --------- --------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment............... (8,452) (67,255) (19,898) (1,326) (975)
--------- --------- --------- --------- ----------
Net cash used by investing
activities.............................. (8,452) (67,255) (19,898) (1,326) (975)
--------- --------- --------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution from minority interest............... -- 500,000 -- -- --
Distributions to stockholders and minority
interest........................................ (175,350) (354,087) (806,000) -- --
--------- --------- --------- --------- ----------
Net cash provided (used) by financing
activities............................... (175,350) 145,913 (806,000) -- --
--------- --------- --------- --------- ----------
NET INCREASE (DECREASE) IN CASH

AND CASH EQUIVALENTS.............................. 18,645 634,297 (1,169) (45,015) 1,044,912
CASH AND CASH EQUIVALENTS, at
beginning of year................................. 85,909 104,554 738,851 738,851 737,682
--------- --------- --------- --------- ----------
CASH AND CASH EQUIVALENTS, at end
of year........................................... $ 104,554 $ 738,851 $ 737,682 $ 693,836 $1,782,594
========= ========= ========= ========= ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 43
HARRIS WILLIAMS & CO.
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Harris Williams & Co. (the "Company") was incorporated in 1991 under
the laws of Virginia as a Subchapter S corporation and has a majority-owned
subsidiary, Harris Williams & Co., L.P. (a Virginia limited partnership), (the
"Partnership"), which was formed in August 1994. The Partnership was formed in
August 1994 at which time the Company began conducting all operations through
the Partnership and its activity was limited to the investment in the
Partnership. (See Note 3).

The Company provides merger and acquisition advisory services primarily
to small businesses. Engagement contracts provide for a monthly retainer,
reimbursement of direct expenses and a success fee upon closing of a
transaction.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Partnership's assets, liabilities and earnings are consolidated
with those of the Company and the limited partner's interest in the Partnership
is included in the Company's financial statements as minority interest. Income
from the Partnership has been allocated to the partners in proportion to their
ownership interests.

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less
are classified as cash equivalents.

Fair Value of Financial Instruments

In accordance with the requirements of Statement of Financial
Accounting Standards No. 107 "Disclosures About Fair Value of Financial
Instruments," the Partnership calculates the fair value of financial instruments
using quoted or estimated market prices. At December 31, 1995, there were no
material differences in the book values of the Partnership's financial
instruments and their related fair values.

Furniture and Equipment

Furniture and equipment are carried at cost. Depreciation is provided
using a straight line method over the estimated useful lives of the related
assets which approximate five years.

Revenue Recognition

Advisory services are typically provided by the Company in accordance
with engagement contracts that stipulate a monthly retainer, reimbursement of
direct expenses and transaction closing fees. Retainer fees are recognized
ratably over the retainer period, expense reimbursements are billed and
recognized monthly and success fees are recognized at the time of transaction
closing.

Income Taxes

The Company has elected, under Subchapter S of the Internal Revenue
Code, to have its income taxed directly to the stockholders. Under this
election, each stockholder is responsible for including their share of the
taxable income of the Company in their individual federal income tax returns.

Management Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-7
<PAGE> 44
3. INVESTMENT IN PARTNERSHIP

In August 1994, the Company contributed approximately $285,000 in cash
and assets to the Partnership in exchange for an 80% general partner interest in
the Partnership. A third party investor contributed $500,000 in cash to the
Partnership in exchange for a 20% limited partnership interest. The Company
began conducting all business activity through the Partnership immediately upon
receiving its general partnership interest. Income for tax purposes and
distributions are made to each partner at amounts defined in the Partnership
agreements.

4. CONCENTRATION OF CREDIT

The Company's financial instruments subject to credit risk are
primarily cash and cash equivalents and accounts receivable. As of December 31,
1995, the Partnership had $300,741 invested in one money market mutual fund and
$300,000 in commercial paper. Generally, the Company does not require collateral
or other security to support customer receivables. As of December 31, 1995, the
Company had no significant concentrations of credit risk with respect to
accounts receivable.

5. COMMITMENTS AND CONTINGENCIES

Lease Agreement

The Company has a lease agreement for office space. Rental commitments
payable by the Company for this noncancelable operating lease are as follows:
1996--$51,183; 1997--$53,854; and 1998--$18,185. Total rental expense
approximated $11,000, $17,000 and $42,000 for the years ended December 31, 1993,
1994 and 1995, respectively.

Engagement Contracts

Under the terms of most client contracts, there are both fixed and
contingent fees. The fees include a retainer and reimbursement for certain
out-of-pocket expenses; however, success fees are usually contingent upon
completing a transaction.

6. STOCK OPTION PLAN

During 1993, the Company adopted a stock option plan which permits the
issuance of options to purchase the Company's common stock to selected
employees. The Plan reserves 11 shares of common stock for grant. Under the
terms of the Plan, the options' exercise price may not be less than the fair
market value of a share of common stock on the date of the grant. During
December 1993 and 1994, the Company granted options to two, non-owner employees
which become exercisable at various times specified in the option agreements or
upon a change in control of the Company. The options allow the holders to
purchase shares totaling 5.434 and 3.261 of common stock at exercise prices of
$971 per share and $2,676 per share, respectively.

As options are exercised, the Company's ownership interest in the
Partnership increases, as defined in the Partnership agreement, up to 81%.

7. SUBSEQUENT EVENT

In April 1996, the Company entered into a letter of intent with Sirrom
Capital Corporation ("Sirrom"), a Nashville based specialty finance company,
whereby 100% of its common stock would be exchanged for common stock of Sirrom.
Simultaneous with this transaction, Sirrom will also acquire the limited
partnership interest in the Partnership not owned by the Company. Consummation
of this transaction is subject to a number of conditions including, approval by
Sirrom shareholders, receipt of various regulatory approvals and the
availability of pooling of interests accounting treatment.

F-8
<PAGE> 45
Appendix A

================================================================================

ACQUISITION AGREEMENT

AMONG

SIRROM CAPITAL CORPORATION,
SIRROM CAPITAL ACQUISITION CORPORATION,
SIRROM, LTD.

AND

HARRIS, WILLIAMS & CO.
DATED AS OF MAY 16, 1996

================================================================================
<PAGE> 46

<TABLE>
<CAPTION>
ARTICLE 1.

<S> <C>
TRANSFER OF LIMITED PARTNERSHIP INTEREST................................................. 1
1.1 Transfer of Interest............................................................ 1
1.2 Transactions Closing............................................................ 2

ARTICLE 2.

THE MERGER............................................................................... 2
2.1 The Merger...................................................................... 2
2.2 The Closing..................................................................... 2
2.3 Effective Time.................................................................. 2
2.4 Articles of Incorporation....................................................... 3
2.5 Bylaws.......................................................................... 3
2.6 Directors....................................................................... 3
2.7 Officers........................................................................ 3
2.8 Conversion of HW Corp. Shares in the Merger..................................... 3
2.9 Adjustment in Consideration..................................................... 3
2.10 Status of Sub Shares............................................................ 3
2.11 Exchange of HW Corp. Capital Stock Certificates................................. 3
2.12 Dissenting Shares............................................................... 6
2.13 Closing of Transfer Books....................................................... 6

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF HW CORP................................................ 6
3.1 Existence; Good Standing; Corporate Authority; Compliance With Law.............. 6
3.2 Authorization, Validity and Effect of Agreements................................ 7
3.3 Capitalization.................................................................. 7
3.4 Prior Sales of Securities....................................................... 7
3.5 No Violation.................................................................... 7
3.6 Regulatory Consents............................................................. 8
3.7 Financial Statements............................................................ 8
3.8 No Material Adverse Changes..................................................... 8
3.9 Tax Matters..................................................................... 9
3.10 Employees and Fringe Benefit Plans.............................................. 10
3.11 Compliance with Applicable Laws................................................. 11
3.12 Litigation...................................................................... 12
3.13 Corporate Records; Other Information............................................ 12
3.14 Properties...................................................................... 12
3.15 Material Contracts.............................................................. 13
</TABLE>

i
<PAGE> 47

<TABLE>
<S> <C>
3.16 Intellectual Property Rights................................................................... 13
3.17 Certain Business Practices and Regulations..................................................... 13
3.18 Insurance...................................................................................... 14
3.19 Certain Accounting and Tax Matters............................................................. 14
3.20 Proxy Statements............................................................................... 14
3.21 No Brokers..................................................................................... 14
3.22 Projections.................................................................................... 15
3.23 Full Disclosure................................................................................ 15

ARTICLE 3A

REPRESENTATIONS AND WARRANTIES OF SIRROM, LTD...........................................................15
3A.1 Ownership......................................................................................15
3A.2 Full Disclosure................................................................................15

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF SIRROM AND SIRROM SUB
.......................................................................................................16
4.1 Existence; Good Standing; Corporate Authority; Compliance With Law.............................16
4.2 Authorization, Validity and Effect of Agreements...............................................16
4.3 Capitalization.................................................................................16
4.4 Subsidiaries...................................................................................17
4.5 No Violation...................................................................................17
4.6 Regulatory Consents............................................................................17
4.7 Compliance with Applicable Laws................................................................17
4.8 SEC Documents..................................................................................17
4.9 Litigation.....................................................................................18
4.10 Taxes..........................................................................................18
4.11 Absence of Certain Changes.....................................................................18
4.12 No Brokers.....................................................................................18
4.13 Sirrom Common Stock............................................................................19
4.14 Sirrom Sub.....................................................................................19
4.15 Certain Accounting and Tax Matters.............................................................19

ARTICLE 5.

COVENANTS...............................................................................................19
5.1 Covenants of Sirrom , Sirrom , Ltd. and HW Corp................................................19
5.2 Covenants of HW Corp. and Sirrom, Ltd..........................................................21
5.3 Covenant Involving Taxes of Harris Williams....................................................23
</TABLE>

ii
<PAGE> 48
<TABLE>
ARTICLE 6.

<S> <C>
CONDITIONS.............................................................................................. 24
6.1 Conditions to Each Party's Obligation to Effect the Transactions............................... 24
6.2 Conditions to Obligation of HW Corp. and Sirrom, Ltd. to Effect the
Transactions................................................................................... 25
6.3 Conditions to Obligation of Sirrom and Sirrom Sub to Effect the Transactions.
.............................................................................................. 25

ARTICLE 7.

TERMINATION............................................................................................. 27
7.1 Termination by Mutual Consent.................................................................. 27
7.2 Termination by Either Sirrom or HW Corp........................................................ 27
7.3 Termination by HW Corp......................................................................... 28
7.4 Termination by Sirrom.......................................................................... 28
7.5 Effect of Termination and Abandonment.......................................................... 28
7.6 Extension; Waiver.............................................................................. 28

ARTICLE 8.

GENERAL PROVISIONS...................................................................................... 29
8.1 Non-survival of Representations and Warranties................................................. 29
8.2 Publicity...................................................................................... 29
8.3 Notices........................................................................................ 29
8.4 Assignment, Binding Effect; Benefit............................................................ 30
8.5 Entire Agreement............................................................................... 30
8.6 Amendment...................................................................................... 30
8.7 Governing Law.................................................................................. 30
8.8 Counterparts................................................................................... 30
8.9 Headings....................................................................................... 31
8.10 Interpretation................................................................................. 31
8.11 Waivers........................................................................................ 31
8.12 Incorporation of Exhibits...................................................................... 31
8.13 Severability................................................................................... 31
8.14 Expenses....................................................................................... 31
8.15 Enforcement of Agreement....................................................................... 31
</TABLE>

iii

<PAGE> 49

ACQUISITION AGREEMENT

This AGREEMENT (the "Agreement"), is executed as of the 16th day of
May, 1996, by and among Sirrom Capital Corporation, a Tennessee corporation
("Sirrom"), Sirrom Capital Acquisition Corporation, a newly formed Tennessee
corporation and wholly owned subsidiary of Sirrom ("Sirrom Sub"), Sirrom, Ltd.,
("Sirrom Ltd."), a Tennessee limited partnership and the sole limited partner of
Harris, Williams & Co., L.P., a Virginia limited partnership ("Harris
Williams"), and Harris, Williams & Co., a Virginia corporation and the general
partner of Harris Williams ("HW Corp.").

RECITALS

A. The Boards of Directors of Sirrom and HW Corp., and the partners of
Sirrom, Ltd. each have determined that acquisition of 100% of the partnership
interests of Harris Williams by Sirrom is in the best interests of their
respective companies, shareholders and partners and accordingly have agreed to
effect the acquisition of such partnership interests through (i) the acquisition
of the limited partnership interest of Harris Williams owned by Sirrom, Ltd. and
(ii) a business combination between Sirrom and HW Corp., all upon the terms and
subject to the conditions set forth herein.

B. For federal income tax purposes, it is intended that the merger
provided for herein shall qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
and for financial accounting purposes shall be accounted for as a "pooling of
interests."

C. Sirrom, Sirrom Sub, Sirrom, Ltd. and HW Corp. desire to make certain
representations, warranties and agreements in connection with the purchase of
the limited partnership interest and the merger.

NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:

ARTICLE 1.

TRANSFER OF LIMITED PARTNERSHIP INTEREST

1.1 Transfer of Interest. Subject to all of the terms and conditions of
this Agreement, at the Closing, (a) Sirrom, Ltd. will sell to Sirrom, and Sirrom
will purchase from Sirrom, Ltd., Sirrom, Ltd.'s 19% limited partnership interest
in Harris Williams (the "Limited Partnership Interest") in exchange for 180,500
shares (the "LP Shares") of Sirrom common stock, no par value per share

<PAGE> 50
("Sirrom Common Stock"), subject to the adjustment described in Section 2.9 of
this Agreement. The shares of Sirrom Common Stock issuable pursuant to this
Agreement shall bear a restrictive legend reflecting applicable federal and
state securities transfer restrictions, and stop transfer instructions will be
issued to Sirrom's stock transfer agent with respect to such shares. The
transfer of the Limited Partnership Interest and General Partnership Interest
(as defined in Section 3.3) shall sometimes hereinafter be referred to
collectively as the "Transactions."

1.2 Transactions Closing. The closing of the Transactions shall take
place (a) at the offices of Bass, Berry & Sims PLC, 2700 First American Center,
Nashville, Tennessee, at 9:00 a.m., local time, on the first business day
immediately following the day on which the last to be fulfilled or waived of the
conditions set forth in Article 7 shall be fulfilled or waived in accordance
herewith or (b) at such other time, date or place as Sirrom, Sirrom, Ltd. and HW
Corp. may agree. The date on which the Closing occurs is hereafter referred to
as the " Closing Date."

ARTICLE 2.

THE MERGER

2.1 The Merger. Subject to the terms and conditions of this Agreement,
at the Effective Time (as defined in Section 2.3), Sirrom Sub shall be merged
with and into HW Corp. in accordance with this Agreement and the separate
corporate existence of Sirrom Sub shall thereupon cease (the "Merger"). HW Corp.
shall be the surviving corporation in the Merger (sometimes hereinafter referred
to as the "Surviving Corporation") and shall be a wholly owned subsidiary of
Sirrom. The Merger shall have the effects specified in Section 13.1-721 of the
Virginia Business Corporation Act ("VBCA") and Section 48-21-106 of the
Tennessee Business Corporation Act ("TBCA").

2.2 The Closing. Subject to the terms and conditions of this Agreement,
the closing of the Merger (the "Closing") shall take place at the time set forth
in Section 1.2 of this Agreement.

2.3 Effective Time. If all the conditions to the Transactions set forth
in Article 7 shall have been fulfilled or waived in accordance herewith and this
Agreement shall not have been terminated as provided in Article 8, the parties
hereto shall cause Articles of Merger meeting the requirements of Section
13.1-720 of the VBCA and Section 48-21-105 of the TBCA to be properly executed
and filed in accordance with such Sections on the Closing Date. The Merger shall
become effective at the time of filing of the Articles of Merger or at such
later time which the parties hereto shall have agreed upon and designated in
such filing as the effective time of the Merger (the "Effective Time"). Each of
the parties will use its best efforts to cause the Merger to be consummated as
soon as practicable following the fulfillment or waiver of the conditions in
Article 7.

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2.4 Articles of Incorporation. The Charter of HW Corp. in effect
immediately prior to the Effective Time shall be the Charter of the Surviving
Corporation, until duly amended in accordance with applicable law.

2.5 Bylaws. The Bylaws of HW Corp. in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation, until duly
amended in accordance with applicable law.

2.6 Directors. The directors of the Surviving Corporation shall
initially be George Miller, Chris Williams and Hiter Harris.

2.7 Officers. The officers of HW Corp. immediately prior to the
Effective Time shall be the officers of the Surviving Corporation as of the
Effective Time.

2.8 Conversion of HW Corp. Shares in the Merger. Prior to the
Effective Time of the Merger, all options to purchase shares of HW Corp. Common
Stock will be exercised. At the Effective Time, by virtue of the Merger and
without any action on the part of any holder of any capital stock of HW Corp.,
each issued and outstanding share of Common Stock, no par value, of HW Corp.
("HW Corp. Common Stock"), other than HW Corp. Dissenting Shares (as defined in
Section 2.12 hereof) shall, subject to adjustment as provided in Section 2.9 and
to 2.11 hereof, be converted into, and become exchangeable for, the right to
receive 7,079,442 shares of Sirrom Common Stock (the "Merger Consideration") or
an aggregate of 769,500 shares of Sirrom Common Stock ("GP Shares"), subject to
adjustment pursuant to Section 2.9. To the extent not exercised, any options to
acquire HW Common Stock shall be canceled at the Effective Time.

2.9 Adjustment in Consideration. If the average closing price of a
share of Sirrom Common Stock as reported on The Nasdaq Stock Market (or, if the
Sirrom Common Stock shall then be quoted on a national securities exchange, as
reported on such exchange) for the 15 trading days immediately preceding the
earlier of August 31, 1996 or the day prior to the Closing Date (the "Average
Sirrom Stock Price ") is less than $21 ("Lower Collar"), the total of the GP
shares and the LP Shares ("Total Sirrom Shares") shall be increased to equal
$19,950,000 divided by the Average Sirrom Stock Price, and if the Average
Sirrom Stock Price is above $26 (the "Upper Collar"), the Total Sirrom Shares
shall be reduced to equal $24,700,000 divided by the Average Sirrom Stock
Price, provided, however, if the Closing Date shall occur after September 1,
1996 and the average closing price for a share of Sirrom Common Stock so
reported for the 15 trading days immediately preceding the day prior to the
Closing Date (the "Adjusted Average Sirrom Stock Price") shall be less than the
Average Sirrom Stock Price, the Adjusted Sirrom Stock Price shall be used in
the foregoing calculation instead of the Average Sirrom Stock Price. The GP
Shares shall be 81% of the Total Sirrom Shares and the LP Shares shall be 19%
of the Total Sirrom Shares. If, between the date of this Agreement and the
Effective Time, the outstanding shares of Sirrom Common Stock shall be changed
into a different number of shares by reason of any reclassification,
recapitalization, split-up, combination, exchange of shares or readjustment, or
a stock dividend thereon shall be distributed as of a date prior to the
Effective Time, or declared with a record date prior to the Effective Time and
a distribution date after the Effective Time, the Lower Collar and Upper Collar
shall be appropriately adjusted.

2.10 Status of Sub Shares. At the Effective Time, each issued and
outstanding share of common stock of Sirrom Sub shall continue unchanged and
remain outstanding as a share of common stock of the Surviving Corporation.

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<PAGE> 52
2.11 Exchange of HW Corp. Capital Stock Certificates.

(a) On or prior to the Closing Date, Sirrom shall instruct an
exchange agent appointed by it (the "Exchange Agent") to make available
the certificates representing shares of Sirrom Common Stock required to
effect the exchange referred to in Section 2.11(b). Shares of Sirrom
Common Stock into which shares of HW Corp. Common Stock shall be
converted in the Merger shall be deemed to have been issued at the
Effective Time.

(b) From and after the Effective Time, each holder of a
certificate which immediately prior to the Effective Time represented
outstanding shares of HW Corp. Common Stock, other than shares with
respect to which dissenters' rights, if any, are perfected under the
VBCA, shall be entitled to receive in exchange therefor, upon surrender
thereof to the Exchange Agent, a certificate or certificates
representing the number of whole shares of Sirrom Common Stock into
which such holder's shares of HW Corp. Common Stock were converted
pursuant to Section 2.8. From and after the Effective Time, Sirrom
shall be entitled to treat the certificates which immediately prior to
the Effective Time represented shares of HW Corp. Common Stock and
which have not yet been surrendered for exchange as evidencing the
ownership of the number of full shares of Sirrom Common Stock into
which the shares of HW Corp. Common Stock represented by such
certificates shall have been converted pursuant to Section 2.8,
notwithstanding the failure to surrender such certificates. However,
notwithstanding any other provision of this Agreement, until holders or
transferees of certificates which immediately prior to the Effective
Time represented shares of HW Corp. Common Stock have surrendered them
for exchange as provided herein, no dividends shall be paid with
respect to any shares represented by such certificates and no payment
for fractional shares shall be made with respect to such shares. Upon
surrender of a certificate which immediately prior to the Effective
Time represented outstanding shares of HW Corp. Common Stock, there
shall be paid to the holder of such certificate the amount of any
dividends which theretofore became payable, but which were not paid by
reason of the foregoing, with respect to the number of whole shares of
Sirrom Common Stock represented by the certificate or certificates
issued upon such surrender. If any certificate for shares of Sirrom
Common Stock is to be issued in a name other than that in which the
certificate for shares of HW Corp. Common Stock surrendered in exchange
therefor is registered, it shall be a condition of such exchange that
the person requesting such exchange shall pay any transfer or other
taxes required by reason of the issuance of certificates for such
shares of Sirrom Common Stock in a name other than that of the
registered holder of any such certificate surrendered.

(c) Immediately after the Effective Time, the Exchange Agent
shall mail to each holder of record of a certificate or certificates
that immediately prior to the Effective Time represented outstanding
shares of HW Corp. Common Stock (the "HW Corp. Certificates") (i) a
form letter of transmittal which shall specify that delivery shall be

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<PAGE> 53
effected, and risk of loss and title to HW Corp. Certificates shall
pass, only upon actual delivery of HW Corp. Certificates to the
Exchange Agent and (ii) instructions for use in effecting the surrender
of HW Corp. Certificates in exchange for certificates representing
shares of Sirrom Common Stock. Upon surrender of HW Corp. Certificates
for cancellation to the Exchange Agent, together with a duly executed
letter of transmittal and such other documents as the Exchange Agent
shall require, the holder of such HW Corp. Certificates shall be
entitled to receive in exchange therefor a certificate representing
that number of whole shares of Sirrom Common Stock into which the
shares of HW Corp. Common Stock represented by HW Corp. Certificates so
surrendered shall have been converted pursuant to the provisions of
Section 2.8, and HW Corp. Certificates so surrendered shall forthwith
be canceled. Notwithstanding the foregoing, neither the Exchange Agent
nor any party hereto shall be liable to a holder of shares of HW Corp.
Common Stock for any shares of Sirrom Common Stock or dividends or
distributions thereon delivered to a public official pursuant to
applicable escheat laws.

(d) Notwithstanding any other provision of this Agreement, no
certificates for fractional shares of Sirrom Common Stock shall be
issued upon the surrender for exchange of HW Corp. Certificates
pursuant to this Article 2 in the Merger and no Sirrom Common Stock
dividend, stock split or interest shall relate to any fractional
security, and such fractional interests shall not entitle the owner
thereof to vote or to any other rights of a security holder. In lieu
of a fractional share of Sirrom Common Stock, any such fractional
interest arising by virtue of the Merger shall be converted
into a right to receive a cash payment equal to the closing price of
Sirrom Common Stock on the NASDAQ National Market multiplied by such
fractional interest.

(e) All shares of HW Corp. Common Stock held by any of the
parties hereto at the Effective Time (the "Treasury Shares") shall
cease to exist, and all certificates representing any Treasury Shares
shall, as promptly as practicable thereafter be canceled, and no cash
or shares of capital stock of Sirrom shall be issued in exchange
therefor.

(f) The shares of Sirrom Common Stock issued in the Merger
will not be registered under the Securities Act of 1933, as amended
(the "33 Act"). Each certificate representing the shares of Sirrom
Common Stock issued in the Merger shall bear a legend to the following
effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS OR
PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.

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<PAGE> 54
The Company may instruct the Transfer Agent to impose appropriate stop-transfer
instructions with respect to such shares.

2.12 Dissenting Shares. Notwithstanding anything to the contrary
contained in this Agreement or the Merger Plan, holders of shares of HW Corp.
Common Stock with respect to which dissenters' rights, if any, are granted by
reason of the Merger under the VBCA and who do not vote in favor of the Merger
and otherwise comply with the VBCA ("HW Corp. Dissenting Shares"), shall not be
entitled to any Merger Consideration pursuant to Section 2.8, unless and until
the holder thereof shall have failed to perfect or shall have effectively
withdrawn or lost such holder's right to dissent from the Merger under the VBCA,
and shall be entitled to receive only the payment provided for pursuant to the
VBCA. If any such holder shall have failed to perfect or shall have effectively
withdrawn or lost such holder's dissenters' rights under the VBCA, such holder's
HW Corp. Dissenting Shares shall thereupon be deemed to have been converted into
and to have become exchangeable for, as of the Effective Time, the right to
receive the Merger Consideration.

2.13 Closing of Transfer Books. From and after the Effective Time, the
stock transfer books of HW Corp. shall be closed and no transfer of shares of HW
Corp. Common Stock shall thereafter be made. If, after the Effective Time, HW
Corp. Certificates are presented to Sirrom, they shall be canceled and exchanged
for the Merger Consideration in accordance with the procedures set forth in this
Article 2.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF HW CORP.

Except as set forth in the disclosure letter delivered prior to the
execution hereof to Sirrom (the "HW Corp. Disclosure Letter"), HW Corp.
represents and warrants to Sirrom as of the date of this Agreement as follows:

3.1 Existence; Good Standing; Corporate Authority; Compliance With Law.
HW Corp. is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Virginia, and Harris Williams is a
limited partnership duly organized, validly existing and in good standing under
the laws of the state of Virginia. HW Corp. is the sole general partner of
Harris Williams. Except for its general partnership interest in Harris Williams,
HW Corp. does not, and Harris Williams does not, own, directly or indirectly,
any stock, partnership interest or other ownership interest in any person. HW
Corp. is qualified to do business as a foreign corporation, Harris Williams is
duly registered as a foreign limited partnership, and both are in good standing
under the laws of any state of the United States in which the character of the
properties owned or leased by them, respectively, therein or in which the
transaction of their respective businesses makes such qualification necessary,
except where the failure to be so qualified would not have a material adverse
effect on the business, results of operations or

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<PAGE> 55
financial condition of HW Corp. or Harris Williams (a "HW Corp. Material Adverse
Effect"). Harris Williams and HW Corp. have all requisite power and authority to
own, operate and lease their respective properties and carry on their respective
businesses as now conducted, except where such failure would not result in a HW
Corp. Material Adverse Effect. HW Corp. has provided to Sirrom complete and
correct copies of the Limited Partnership Agreement of Harris Williams and the
Articles of Incorporation and Bylaws of HW Corp., each of which is in full force
and effect.

3.2 Authorization, Validity and Effect of Agreements. HW Corp. has the
requisite corporate power and authority to execute and deliver this Agreement
and all agreements and documents contemplated hereby. This Agreement has been
approved by HW Corp.'s Board of Directors and shareholders and the consummation
by HW Corp. of the transactions contemplated hereby has been duly authorized by
all requisite corporate action. This Agreement constitutes, and all agreements
and documents contemplated hereby (when executed and delivered pursuant hereto
for value received) will constitute, the valid and legally binding obligations
of HW Corp., enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, or other similar laws relating to creditors'
rights and general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity).

3.3 Capitalization. The authorized capital stock of HW Corp. consists
of 5,000 shares of Common Stock, 100 shares of which are issued and outstanding
as of the date of this Agreement and the only outstanding partnership interests
in Harris Williams are the general partnership interest owned by HW Corp (the
"General Partnership Interest") and the limited partnership interest owned by
Sirrom, Ltd., all of which are duly authorized, validly issued, fully paid and
not subject to any lien, encumbrance or restriction. HW Corp. has no outstanding
capital stock, bonds, debentures, notes or other obligations the holders of
which have the right to vote (or which are convertible into or exercisable for
securities having the right to vote) with the shareholders of HW Corp. on any
matter. All issued and outstanding shares of HW Corp. Common Stock are duly
authorized, validly issued, fully paid, nonassessable and free of preemptive
rights. Except as described in the HW Corp. Disclosure Letter, there are no
options, warrants, calls, subscriptions, convertible securities, or other
rights, agreements or commitments which obligate HW Corp. to issue, transfer or
sell any shares of capital stock of HW Corp. or any partnership interests of
Harris Williams.

3.4 Prior Sales of Securities. All offers and sales of HW Corp. Common
Stock, and Harris Williams partnership interests prior to the date hereof were
at all relevant times exempt from the registration requirements of the 33 Act,
and were duly registered or the subject of an available exemption from the
registration requirements of the applicable state securities or Blue Sky laws,
or the relevant statutes of limitations have expired, or civil liability
therefor has been eliminated by an offer to rescind.

3.5 No Violation. Neither the execution and delivery by HW Corp. of
this Agreement nor the consummation by HW Corp. of the transactions contemplated
hereby in accordance with

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<PAGE> 56
the terms hereof, will: (i) conflict with or result in a breach of any
provisions of the Articles of Incorporation or Bylaws of HW Corp. or the Limited
Partnership Agreement of Harris Williams; (ii) conflict with, result in a breach
of any provision of or the modification or termination of, constitute a default
under, or result in the creation of imposition of any lien, security interest,
charge or encumbrance upon any of the assets of HW Corp. or Harris Williams
pursuant to any material commitment, lease, contract, or other material
agreement or instrument to which HW Corp. or Harris Williams is a party; or
(iii) subject to obtaining the consents, approvals, authorizations or making
required filings described under Section 3.6, violate or result in change in
Harris Williams' or HW Corp.'s rights or obligations under any governmental
permit, license or any order, arbitration award, judgment, writ, injunction,
decree, statute, rule or regulation applicable to Harris Williams or HW Corp.

3.6 Regulatory Consents. No consent, approval, order or authorization
of, or registration, declaration or filing with, any governmental entity, is
required by or with respect to Harris Williams or HW Corp. in connection with
the execution and delivery of this Agreement by HW Corp., or the consummation by
HW Corp. of the transactions contemplated hereby, except for (A) such filings
as are required by HW Corp. under the Hart-Scott-Rodino Act, (B) such filings
and exemptions as are required to be made with or obtained from the Securities
and Exchange Commission.

3.7 Financial Statements. HW Corp. has delivered its and Harris
Williams' audited financial statements (containing balance sheets, statements of
income, of shareholders equity, of Partnership equity and of cash flow) for the
two years ended December 31, 1995 (collectively, the "Harris Williams Audited
Financial Statements") and its and Harris Williams' unaudited balance sheets as
of March 31, 1996 and statements of income, shareholders and partnership equity
and cash flow for the quarters ended March 31, 1995 and 1996 (the "Harris
Williams Unaudited Statements and collectively with the Harris Williams Audited
Statements, the "Harris Williams Financial Statements"). The Harris Williams
Financial Statements (including the related notes and schedules) fairly present
the financial position of each of Harris Williams and HW Corp. as of their
respective dates and for the respective periods set forth therein, in each case
in accordance with generally accepted accounting principles consistently applied
during the periods involved, except as may be noted therein. The Harris Williams
Financial Statements have been prepared from the books and records of each of
Harris Williams and HW Corp., which books and records accurately reflect the
transactions and dispositions of the assets of Harris Williams and HW Corp. As
of December 31, 1995 or any subsequent date for which a balance sheet is
provided, each of Harris Williams and HW Corp. did not have liabilities,
contingent or otherwise, whether due or to become due, known or unknown, other
than (x) as indicated on the balance sheet of such date or the notes related
thereto or (y) such as would not have a HW Corp. Material Adverse Effect.

3.8 No Material Adverse Changes. Since December 31, 1995, there has not
been (i) any material adverse change in the financial condition, results of
operations, business, assets or liabilities (contingent or otherwise, whether
due or to become due, known or unknown), of Harris

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<PAGE> 57
Williams or HW Corp.; (ii) except as set forth in the HW Corp. Disclosure
Letter, any dividend declared or paid or distribution made on the capital stock
of HW Corp. or the partnership interests of Harris Williams, or any capital
stock of HW Corp. or partnership interest of Harris Williams redeemed or
repurchased; (iii) any incurrence of long-term debt by Harris Williams or HW
Corp.; (iv) except as set forth in the HW Corp. Disclosure Letter, any salary,
bonus or compensation increases to any officers, employees or agents of Harris
Williams or HW Corp. ; (v) any pending or threatened labor disputes or other
labor problems against or potentially affecting Harris Williams or HW Corp. ; or
(vi) except as set forth in the HW Corp. Disclosure Letter, any other
transaction entered into by Harris Williams or HW Corp. except in the ordinary
course of business and consistent with past practice.

3.9 Tax Matters. HW Corp. has duly filed all Tax reports and returns
required to be filed by it and has paid all Taxes and other charges (whether or
not shown on any Tax return) due or claimed to be due from it or Harris Williams
by federal, foreign, state or local taxing authorities. True and correct copies
of all Tax reports and returns relating to federal taxes and state income and
sales taxes and other charges for the period from organization through 1995 have
been heretofore delivered to Sirrom or its independent public accountants. The
accruals and reserves for Taxes contained in the financial statements and
carried on the books of HW Corp. (other than any reserve for deferred taxes
established to reflect timing differences between book and tax income) are
adequate to cover all Tax liabilities as of the date of this Agreement. Since
December 31, 1995, Harris Williams and HW Corp. have not incurred any Tax
liabilities other than in the ordinary course of business. There are no Tax
liens (other than liens for current Taxes not yet due) upon any properties or
assets of Harris Williams or HW Corp. (whether real, personal or mixed, tangible
or intangible), and, except as reflected in the financial statements, there are
no pending or to HW Corp.'s knowledge, threatened audits or examinations
relating to, or claims asserted for, Taxes or assessments against Harris
Williams or HW Corp., and HW Corp. is aware of no substantial basis for any such
claims. Neither Harris Williams nor HW Corp. has granted or been requested to
grant any extension of the limitation period applicable to any claim for Taxes
or assessments with respect to Taxes. Neither Harris Williams nor HW Corp. is a
party to any Tax allocation or sharing agreement. HW Corp. has never been a
member of an affiliated group within the meaning of Section 1504 of the Code
filing a consolidated federal income tax return. HW Corp. and Harris Williams
have withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor,
creditor or shareholder where failure to do so would have a HW Corp. Material
Adverse Effect. For purposes of this Agreement, "Tax" means any federal, state,
local, or foreign income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Section 59A of the Code, customs duties, capital stock,
franchise, profits, withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.

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3.10 Employees and Fringe Benefit Plans.

(a) The HW Corp. Disclosure Letter sets forth the names, ages
and titles of all members of the Board of Directors and officers of HW
Corp. and all employees of Harris Williams and HW Corp. earning in
excess of $50,000 per annum, and the annual rate of compensation
(including bonuses) being paid to each such member of the Board of
Directors, officer and employee as of the most recent practicable date.

(b) The HW Corp. Disclosure Letter lists each employment,
bonus, deferred compensation, pension, stock option, stock appreciation
right, profit-sharing or retirement plan, arrangement or practice, each
medical, vacation, retiree medical, severance pay plan, and each other
agreement or fringe benefit plan, arrangement or practice, of Harris
Williams or HW Corp., which affects one or more of its or their
employees, including all "employee benefit plans" as defined by Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") (collectively, the "Plans"). No Plan is subject to Title IV
of ERISA or the minimum funding standards of Section 412 of the Code.

(c) For each Plan which is an "employee benefit plan" under
Section 3(3) of ERISA, HW Corp. has delivered to Sirrom correct and
complete copies of the Plan documents and summary plan descriptions,
the most recent determination letter received from the Internal Revenue
Service ("IRS"), the most recent Form 5500 Annual Report, and all
related trust agreements, insurance contracts and funding agreements
which implement each such Plan.

(d) Neither Harris Williams nor HW Corp. has any commitment,
whether formal or informal and whether legally binding or not, (i) to
create any additional such Plan; (ii) to modify or change any such
Plan; or (iii) to maintain for any period of time any such Plan. The HW
Corp. Disclosure Letter contains an accurate and complete description
of the funding policies (and commitments, if any) of Harris Williams
and HW Corp. with respect to each such existing Plan.

(e) Neither Harris Williams nor HW Corp. has unfunded past
service liability in respect of any of its Plans. Neither Harris
Williams, HW Corp. nor any Plan nor to HW Corp.'s knowledge any
trustee, administrator, fiduciary or sponsor of any Plan has engaged in
any prohibited transactions as defined in Section 406 of ERISA or
Section 4975 of the Code for which there is no statutory exemption in
Section 408 of ERISA or Section 4975 of the Code or administrative
exemption; all filings, reports and descriptions as to such Plans
(including Form 5500 Annual Reports, Summary Plan Descriptions,
PBCG-1's and Summary Annual Reports) required to have been made or
distributed to participants, the IRS, the United States Department of
Labor and other governmental agencies have been made in a timely manner
or, to the extent practicable, will be made on or prior to the Closing
Date; there is no material litigation, disputed claim, governmental
proceeding or

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investigation pending or threatened with respect to any of such Plans,
the related trusts, or to HW Corp.'s knowledge any fiduciary, trustee,
administrator or sponsor of such Plans; such Plans have been
established, maintained and administered in all material respects in
accordance with their governing documents and applicable provisions of
ERISA and the Code and Treasury Regulations promulgated thereunder.
Each Plan which is intended to be a qualified plan under Section 401(a)
of the Code has received a favorable determination letter from the IRS.

(f) Except where failure to do so would not have a HW Corp.
Material Adverse Effect, Harris Williams and HW Corp. have complied in
all respects with all applicable federal, state and local laws, rules
and regulations relating to employees' employment and/or employment
relationships, including, without limitation, wage related laws,
anti-discrimination laws, employee safety laws and COBRA (defined
herein to mean the requirements of Section 4980B of the Code, Proposed
Treasury Regulation Section 1.162- 26 and Part 6 of Subtitle B of Title
I of ERISA).

(g) The consummation of the transactions contemplated by this
Agreement will not (i) result in the payment or series of payments by
HW Corp. to any employee or other person of an "excess parachute
payment" within the meaning of Section 280G of the Code, (ii) entitle
any employee or former employee of Harris Williams or HW Corp. to
severance pay, unemployment compensation or any other payment, or (iii)
accelerate the time of payment or vesting of any deferred compensation
or other employee benefits under any Plan (including vacation and sick
pay).

(h) None of the Plans which are "welfare benefit plans,"
within the meaning of Section 3(1) of ERISA, provide for continuing
benefits or coverage after termination or retirement from employment,
except for COBRA rights under a "group health plan" as defined in
Section 4980B(g) of the Code and Section 607 of ERISA.

(i) Neither HW Corp. nor any "affiliate" of HW Corp. (as
defined in ERISA) has ever participated in or withdrawn from a
multi-employer plan as defined in Section 4001(a)(3) of Title IV of
ERISA, and HW Corp. has not incurred and does not owe any liability as
a result of any partial or complete withdrawal by any employer from
such a multi-employer plan as described under Sections 4201, 4203, or
4205 of ERISA.

3.11 Compliance with Applicable Laws. Harris Williams and HW Corp. hold
all permits, licenses, variances, exemptions, orders and approvals of all
governmental entities which are material to the operation of the businesses or
ownership of the properties of Harris Williams and HW Corp. (the "HW Corp.
Permits"), including all real estate licenses required pursuant to any state law
or regulation. Harris Williams and HW Corp. are in compliance with the terms of
the HW Corp. Permits, except where the failure so to comply would not have a HW
Corp. Material Adverse Effect. Neither Harris Williams nor HW Corp. is required
to be registered as a broker or dealer pursuant to Section 15 of the Securities
and Exchange Act of 1934, as amended

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("34 Act") or any applicable state law. Except as disclosed in the HW Corp.
Disclosure Letter, the businesses of Harris Williams and HW Corp. are being
conducted in conformity with any other law, ordinance or regulation of any
governmental entity, except with respect to such violations as would not have a
HW Corp. Material Adverse Effect. As of the date of this Agreement, no
investigation or review by any governmental entity with respect to Harris
Williams or HW Corp. is pending or to HW Corp.'s knowledge threatened, and HW
Corp. has no reason to believe that any such investigation or review will result
in any material changes in the procedures or operations of Harris Williams or HW
Corp., or any HW Corp. Material Adverse Effect. To HW Corp.'s knowledge, no
condition exists which is reasonably likely to result in any suit, claim,
action, proceeding or investigation by any person or governmental entity against
Harris Williams or HW Corp.

3.12 Litigation. As of the date of this Agreement, there is no suit,
action or proceeding pending or, to the knowledge of HW Corp., threatened
against or affecting Harris Williams or HW Corp.

3.13 Corporate Records; Other Information. The minute books of HW
Corp., copies of which have been provided to Sirrom, constitute complete and
accurate records of all meetings and actions taken by the boards of directors,
committees of the boards of directors and the stockholders thereof. To HW
Corp.'s knowledge, all documents and other written information as to existing
facts relating to Harris Williams and HW Corp. and their respective assets and
liabilities which have been provided to Sirrom by HW Corp. in connection with
this Agreement are true, correct and complete in all material respects except to
the extent that any documents or other written information was later
specifically supplemented or corrected prior to the date of this Agreement with
additional documents or written information that was provided to Sirrom. To the
knowledge of HW Corp., no material fact relating to the business, results of
operations or financial condition of Harris Williams or HW Corp. as of the date
of this Agreement has not been disclosed to Sirrom.

3.14 Properties. Except as disclosed in the HW Corp. Disclosure Letter
filed prior to the date of this Agreement, Harris Williams or HW Corp. (i) has
good and marketable title to all the properties and assets that are reflected in
the December, 1995 balance sheets as being owned by Harris Williams or HW Corp.
or acquired after the date thereof (except properties sold or otherwise disposed
of since the date thereof), free and clear of all claims, liens, charges,
security interests or encumbrances of any nature whatsoever except (A) statutory
liens securing payments not yet due, (B) such imperfections or irregularities of
title, claims, liens, charges, security interest or encumbrances as do not
affect the use of the properties or assets subject thereto or affected thereby
or otherwise materially impair business operations at such properties and (ii)
is the lessee of all property occupied by it under lease and is in possession of
the properties purported to be leased thereunder, and each such lease is valid
without default thereunder by the lessee, or to HW Corp.'s knowledge, the
lessor.

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<PAGE> 61
3.15 Material Contracts. The HW Corp. Disclosure Letter sets forth as
of the date of this Agreement a list of the following agreements (the "HW Corp.
Contracts"):

(a) each currently effective engagement letter or brokerage,
agency or other agreement between Harris Williams and any other entity
which involves payment of a fee, commission or other payment in excess
of $10,000;

(b) each agreement of Harris Williams or HW Corp. concerning a
partnership, joint venture or other business venture with any other
person;

(c) each agreement limiting the right of Harris Williams or HW
Corp. to engage in or compete with any person in, any business or
geographical area;

(d) each agreement or other arrangement of or involving Harris
Williams or HW Corp. with respect to indebtedness for money borrowed,
including letters of credit, guaranties, swaps and similar agreements;

(e) each management, consulting, employment, severance or
similar agreement to which HW Corp. or Harris Williams is a party;

(f) each agreement not otherwise listed which is material to
the business of Harris Williams or HW Corp. or is other than in the
ordinary course of its business.

Each of the HW Corp. Contracts is in full force and effect and is a legal, valid
and binding contract or agreement, and there is no default (or any event known
to HW Corp. which, with the giving of notice or lapse of time or both would be a
material default or breach) by Harris Williams or HW Corp. or, to the knowledge
of HW Corp., any other party, in the timely performance of any obligation to be
performed or paid or any other material provision under any such contracts or
agreements. There is not pending, nor to HW Corp.'s knowledge, threatened any
cancellation or termination of any of the HW Corp. Contracts.

3.16 Intellectual Property Rights. Harris Williams and HW Corp. owns or
possesses the right to use all patents, trademarks, service marks, trade names,
slogans, registered copyrights, and all trade secrets it currently uses, without
any conflict or alleged conflict with the rights of others, except where any
such conflict would not have a HW Corp. Material Adverse Effect. The Harris
Williams mark is owned by Hiter Harris III and Christopher H. Williams and
licensed to HW Corp. Prior to the Closing Date, HW Corp. will enter into a
royalty free license for the Harris Williams mark.

3.17 Certain Business Practices and Regulations. Neither Harris
Williams, HW Corp., nor any of their executive officers, partners or directors,
has, to the knowledge of HW Corp., (i) made or agreed to make any contribution,
payment or gift to any customer, supplier, landlord, political candidate,
governmental official, employee or agent where either the contribution, payment
or gift or the purpose thereof was illegal under any law or regulation, (ii)
established or maintained any unrecorded fund or asset for any purpose or made
any false entries on its books

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<PAGE> 62
and records for any reason, (iii) made or agreed to make any contribution, or
reimbursed any political gift or contribution made by any other person, to any
candidate for federal, state or local public office in violation under any law
or regulation.

3.18 Insurance. All policies and binders of insurance for professional
liability, directors and officers, fire, liability, worker's compensation and
other customary matters held by or on behalf of Harris Williams or HW Corp.
("Insurance Policies") have been made available to Sirrom or their independent
public accountants. The Insurance Policies (which term shall include any
insurance policy entered into after the date of this Agreement in replacement of
an Insurance Policy provided that such replacement policy shall insure against
risks and liabilities, and in amounts and under terms and conditions,
substantially the same as those provided in such replaced policy or binder) are
in full force and effect and neither Harris Williams nor HW Corp. is in default
with respect to any material provision contained in any Insurance Policy nor, to
HW Corp.'s knowledge has Harris Williams or HW Corp. failed to give any notice
of any claim under any Insurance Policy in due and timely fashion, nor, has any
coverage for current claims been denied, except where such default or failure
(A) as of the date of this Agreement, individually or in the aggregate, could
not reasonably be expected to result in a cost to Harris Williams or HW Corp. in
excess of $50,000, and (B) as to any default or failure arising after the date
of this Agreement, individually or in the aggregate, could not reasonably be
expected to have a HW Corp. Material Adverse Effect.

3.19 Certain Accounting and Tax Matters. Neither Harris Williams , HW
Corp. nor any of their affiliates or predecessors have taken or agreed to take
any action that would prevent the Merger from being effected as a pooling of
interests or would prevent the Merger from constituting a transaction qualifying
under Section 368(a) of the Code.

3.20 Proxy Statements. The information with respect to HW Corp., its
subsidiaries, its shareholders, officers and directors and Harris Williams that
shall have been supplied by HW Corp. or its authorized representatives in
writing for use in the Proxy Statement will not, on the date or dates the Proxy
Statement is first mailed to shareholders of Sirrom, and at the Effective Time,
as such Proxy Statement is then amended or supplemented, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading.

3.21 No Brokers. HW Corp. has not entered into any contract,
arrangement or understanding with any person or firm which may result in the
obligation of HW Corp. or Sirrom to pay any finder's fees, brokerage or agent's
commissions or other like payments in connection with the negotiations leading
to this Agreement or the consummation of the transactions contemplated hereby
and HW Corp. is not aware of any claim for payment of any finder's fees,
brokerage or agent's commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the transactions
contemplated hereby.

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<PAGE> 63
3.22 Projections. HW Corp. has furnished to Sirrom certain projections
of revenues, expenses and net income for the year ended December 31, 1996 ("1996
Projections"). The 1996 Projections have been prepared by HW Corp. in good faith
and on a reasonable basis. Notwithstanding the foregoing, the 1996 Projections
may not be indicative of actual results in the periods presented.

3.23 Full Disclosure. All of the information provided by HW Corp. and
its representatives herein or in the HW Corp. Disclosure Letter is true,
correct, and complete in all material respects and no representation, warranty,
or statement made by HW Corp. in or pursuant to this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state
any material fact necessary to make such representation, warranty, or statement
not misleading to Sirrom who is seeking full information with respect to Harris
Williams and HW Corp.

ARTICLE 3A

REPRESENTATIONS AND WARRANTIES OF SIRROM, LTD.

Sirrom, Ltd. represents and warrants to Sirrom as of the date of this
Agreement as follows:

3A.1 Ownership. Sirrom, Ltd. is the owner of the Limited Partnership
Interest of Harris Williams free and clear of all liens, claims, charges,
restrictions, security interests, equities, pledges or encumbrances of any kind.
Sirrom, Ltd. has the full right, power, authority and capacity to sell and
transfer the Limited Partnership Interest owned by Sirrom, Ltd. By virtue of the
transfer of the Limited Partnership Interest to Sirrom Sub at the Closing,
Sirrom will obtain full title to such Limited Partnership Interest, free and
clear of all liens, claims, charges, restrictions, security interests, equity,
pledges or encumbrances of any kind. This Agreement constitutes a legal, binding
agreement of Sirrom, Ltd. enforceable in accordance with its terms.

3A.2 Full Disclosure. To the best of Sirrom, Ltd.'s knowledge, all of
the information provided by HW Corp. and its representatives pursuant to Article
3 of this Agreement or in the HW Corp. Disclosure Letter is true, correct and
complete in all material respects and to the best of Sirrom Ltd.'s knowledge no
representation, warranty or statement made by HW Corp. in or pursuant to this
Agreement contains or will contain any untrue statement of a material fact or
omits or will omit to state any material fact necessary to make such
representation, warranty, or statement not misleading to Sirrom which is seeking
full information with respect to Harris Williams and HW Corp. To the best of
Sirrom Ltd.'s knowledge, none of the executive officers of HW Corp. has withheld
from Sirrom or its representatives disclosure of any event, condition or fact
that such officer knows, or has reasonable grounds to know, could materially
adversely affect the financial condition, results of operations, business,
prospectus, assets, or liabilities of Harris Williams and HW Corp.

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<PAGE> 64
ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF SIRROM AND SIRROM SUB

Except as set forth in the disclosure letter delivered at or prior to
the execution hereof to HW Corp. (the "Sirrom Disclosure Letter"), Sirrom and
Sirrom Sub, jointly and severally, represent and warrant to HW Corp. and Sirrom,
Ltd. as of the date of this Agreement as follows:

4.1 Existence; Good Standing; Corporate Authority; Compliance With Law.
Each of Sirrom and Sirrom Sub is a corporation duly incorporated, validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation. Each of Sirrom and Sirrom Sub is qualified to do business as a
foreign corporation and is in good standing under the laws of any other state of
the United States in which the character of the properties owned or leased by it
therein or in which the transaction of its business makes such qualification
necessary, except where the failure to be so qualified would not have a material
adverse effect on the business, results of operations or financial condition of
Sirrom (a "Sirrom Material Adverse Effect"). Each of Sirrom and Sirrom Sub has
all requisite corporate power and authority to own, operate and lease its
properties and carry on its business as now conducted. Sirrom and Sirrom Sub
have each previously delivered to HW Corp. and Sirrom, Ltd. complete copies of
its respective Charter and Bylaws.

4.2 Authorization, Validity and Effect of Agreements. Each of Sirrom
and Sirrom Sub has the requisite corporate power and authority to execute and
deliver this Agreement and all agreements and documents contemplated hereby. The
consummation by Sirrom and Sirrom Sub of the transactions contemplated hereby
has been duly authorized by all requisite corporate action, except for the
approval of Sirrom's Shareholders. This Agreement and when executed by Sirrom
or Sirrom Sub the employment agreements referred to in Section 6.3(k) and the
restricted stock and registration rights agreements referred to in Section
6.3(l) constitute the valid and legally binding obligation of Sirrom and Sirrom
Sub, enforceable in accordance with their respec tive terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights and general principles of equity.

4.3 Capitalization. As of March 31, 1996 the authorized capital stock
of Sirrom consists of 50,000,000 shares of common stock ("Sirrom Common
Stock"), 1,004,000 shares of Sirrom Common Stock were reserved for issuance
upon the exercise of outstanding stock options or rights to purchase granted
under its stock option plan. As of March 31, 1996, there were 9,195,116 shares
of Sirrom Common Stock issued and outstanding. Sirrom has no outstanding bonds,
debentures, notes or other obligations the holders of which have the right to
vote (or which are convertible into or exercisable for securities having the
right to vote) with the shareholders of Sirrom on any matter. All issued and
outstanding shares of Sirrom Common Stock and Sirrom Sub's capital stock are
duly authorized, validly issued, fully paid, nonassessable and free of
preemptive rights. Other than as provided for in the Sirrom Disclosure Letter,
there are no options, warrants, calls,

<PAGE> 65
subscriptions, convertible securities, or other rights, agreements or
commitments which obligates Sirrom to issue, transfer or sell any shares of
capital stock of Sirrom.

4.4 Subsidiaries. The Sirrom Disclosure Letter sets forth, as of the
date hereof, the outstanding capital stock of Sirrom Sub, all of which is owned
of record or beneficially by Sirrom. As of the date of this Agreement Sirrom has
no subsidiaries other than Sirrom Sub.

4.5 No Violation. Except as set forth in the Sirrom Disclosure Letter,
neither the execution and delivery by Sirrom and Sirrom Sub of this Agreement,
nor the consummation by Sirrom and Sirrom Sub of the transactions contemplated
hereby in accordance with the terms hereof, will: (i) conflict with or result in
a breach of any provisions of the Charter or Bylaws of Sirrom or Sirrom Sub;
(ii) conflict with, result in a breach of any provision of or the modification
or termination of, constitute a default under, or result in the creation or
imposition of any lien, security interest, charge, or encumbrance upon any of
the assets of Sirrom or Sirrom Sub pursuant to any material commitment, lease,
contract, or other material agreement or instrument to which Sirrom or Sirrom
Sub is a party; or (iii) violate any order, arbitration award, judgment, writ,
injunction, decree, statute, rule, or regulation applicable to Sirrom or Sirrom
Sub.

4.6 Regulatory Consents. No consent, approval, order or authorization
of, or registration, declaration or filing with, any governmental entity is
required by or with respect to Sirrom or any Sirrom Subsidiary in connection
with the execution and delivery of this Agreement by Sirrom, or the consummation
by Sirrom of the transactions contemplated hereby, which the failure to obtain
would have a Sirrom Material Adverse Effect, except for such filings as are
required under the (a) Hart-Scott-Rodino Act; (b) with respect to the corporate
reorganization of Sirrom (the "Sirrom Reorganization"), the consummation of
which is a condition to the obligations of Sirrom pursuant to this Agreement,
the Investment Company Act of 1940 (the "Investment Company Act") and the Small
Business Investment Company Act of 1958, as amended (the "1958 Act"); and (c)
with respect to the acquisition of the Limited Partnership Interest from Sirrom,
Ltd., the Investment Company Act.

4.7 Compliance with Applicable Laws. Sirrom holds all permits,
licenses, variances, exemptions, orders and approvals of all governmental
entities which are material to the operation of the businesses of Sirrom (the
"Sirrom Permits"). Sirrom is in compliance with the terms of the Sirrom Permits,
except where the failure so to comply would not have a Sirrom Material Adverse
Effect. Except as disclosed in the Sirrom Reports (as defined in Section 4.8),
the businesses of Sirrom are not being conducted in violation of any law,
ordinance or regulation of any governmental entity, except with respect to such
violations as would not have a Sirrom Material Adverse Effect. To Sirrom's
knowledge, no investigation by any governmental entity with respect to Sirrom
and Sirrom Subsidiaries is pending or threatened.

4.8 SEC Documents. Prior to the date hereof, Sirrom has delivered to HW
Corp. and Sirrom, Ltd. copies of Sirrom's Annual Reports on Form 10-K for the
year ended December 31, 1995, Quarterly Reports on Form 10-Q for the period
ended March 31, 1996, and proxy materials

<PAGE> 66

dated March 15, 1996 (the "Sirrom Reports"). The Sirrom Reports (i) were
prepared in all material respects in accordance with the applicable requirements
of the 34 Act and the rules and regulations promulgated thereunder, and (ii) as
of their respective dates, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. Each of the balance sheets included in or
incorporated by reference into the Sirrom Reports (including the related notes
and schedules) fairly presents the financial position of Sirrom as of its date
and each of the statements of operations, changes in partners' capital and
shareholders' equity and cash flows included in or incorporated by reference
into the Sirrom Reports (including any related notes and schedules) fairly
presents the results of operations or cash flows of Sirrom for the periods set
forth therein (subject, in the case of unaudited statements, to normal year-end
audit adjustments which would not be material in amount or effect) in each case
in accordance with generally accepted accounting principles consistently applied
during the periods involved, except as may be noted therein. To Sirrom's
knowledge, there are no unasserted claims or liabilities or contingent
liabilities that are not disclosed in the Sirrom Reports and that would
reasonably be expected to have a Sirrom Material Adverse Effect.

4.9 Litigation. As of the date of this Agreement, except as set forth
in the Sirrom Reports, there is no action, suit or proceeding pending against
Sirrom or, to the knowledge of Sirrom, threatened against or affecting Sirrom or
any Sirrom Subsidiary, at law or in equity, or before or by any federal or state
commission, board, bureau, agency or instrumentality, that are reasonably likely
to have a Sirrom Material Adverse Effect.

4.10 Taxes. The provisions for taxes shown on the Sirrom financial
statement for the year ended December 31, 1995 are adequate to cover the
liability of Sirrom for all taxes (including employer income tax withholding,
social security and unemployment taxes) to the date thereof. Sirrom has (i)
filed all material federal, state or foreign tax returns required to be filed
for tax years ending prior to the date of this Agreement or requests for
extensions have been timely filed and any such request shall have been granted
and not expired and all such returns are complete in all material respects, (ii)
has paid or accrued all taxes shown to be due and payable on such returns, and
(iii) has properly accrued all such taxes for such periods subsequent to the
periods covered by such returns.

4.11 Absence of Certain Changes. Since December 31, 1995, there has not
been any material adverse change in the financial condition, results of
operations, business, prospects, assets or liabilities (contingent or otherwise,
whether due or to become due, known or unknown), of Sirrom except for changes in
the ordinary course of business consistent with past practice.

4.12 No Brokers. Sirrom has not entered into any contract, arrangement
or understanding with any person or firm which may result in the obligation of
HW Corp. or Sirrom to pay any finder's fees, brokerage or agent's commissions or
other like payments in connection with the negotiations leading to this
Agreement or the consummation of the transactions contemplated hereby, except
that Sirrom has retained Keefe, Bruyette & Woods, Inc. as its financial

<PAGE> 67

advisor. Other than the foregoing arrangement, Sirrom is not aware of any claim
for payment of any fees, brokerage or agent's commissions or other like payments
in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby.

4.13 Sirrom Common Stock. The issuance and delivery by Sirrom of shares
of Sirrom Common Stock in connection with the Merger and this Agreement have
been duly and validly authorized by all necessary corporate action on the part
of Sirrom except for the approval of its shareholders contemplated by this
Agreement. The shares of Sirrom Common Stock to be issued in connection with the
Merger and this Agreement, when issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable.

4.14 Sirrom Sub. Since the date of its incorporation, Sirrom Sub has
not, and as of the Effective Time it will not have, (i) conducted any business,
(ii) had assets in excess of $10,000, (iii) incurred liabilities other than an
amount not exceeding $10,000 representing fees and disbursements incurred in
connection with incorporating and maintaining its corporate existence, and (iv)
made any distributions with respect to its stock or other payments except in
satisfaction of liabilities referred to in clause (iii) above.

4.15 Certain Accounting and Tax Matters. Neither Sirrom nor any of its
affiliates or predecessors has taken or agreed to take any action that would
prevent the Merger from being effected as a pooling of interests or would
prevent the Merger from constituting a transaction qualifying under Section
368(a) of the Code.

ARTICLE 5.

COVENANTS

5.1 Covenants of Sirrom , Sirrom , Ltd. and HW Corp. During the period
from the date hereof and continuing until the Effective Time (except as
expressly contemplated or permitted hereby, or to the extent that the other
parties shall otherwise consent in writing) each of Sirrom, Sirrom, Ltd. and HW
Corp. covenants with the other that, insofar as the obligations relate to it:

(a) Each of Sirrom, Sirrom, Ltd. and HW Corp. shall carry on
the respective business of Sirrom, Harris Williams and HW Corp. in the
usual, regular and ordinary course in substantially the same manner as
heretofore conducted and shall use all reasonable efforts to preserve
intact their present business organizations, maintain their rights and
franchises and preserve their relationships with customers, suppliers
and others having business deals with them to the end that their good
will and ongoing businesses shall not be impaired in any material
respect at the Effective Time.

<PAGE> 68

(b) From the date hereof to the Effective Time, each of HW
Corp., Sirrom, Ltd. and Sirrom shall allow all designated officers,
attorneys, accountants and other representatives of the other access at
all reasonable times during regular business hours with reasonable
notice to the records and files, correspondence, audits and properties,
as well as to all information relating to commitments, contracts,
titles and financial position, or otherwise pertaining to the business
and affairs, of Harris Williams, HW Corp., and Sirrom.

(c) Each of Sirrom and HW Corp. and Sirrom, Ltd. shall
cooperate and promptly prepare and Sirrom shall file with the
Securities and Exchange Commission (the "SEC"), after notification to
HW Corp., as soon as practicable the Proxy Statement with respect to
the approval of the Transactions by the shareholders of Sirrom. The
respective parties will cause the Proxy Statement to comply as to form
in all material respects with the applicable provisions of the 34 Act
and the rules and regulations thereunder. Sirrom agrees that the Proxy
Statement and each amendment or supplement thereto at the time of
mailing thereof and at the time of the meeting of shareholders of
Sirrom will not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein, in light of circumstances under which they
were made, not misleading; provided, however, that the foregoing shall
not apply to the extent that any such untrue statement of a material
fact or omission to state a material fact was made by Sirrom in
reliance upon and in conformity with information concerning Harris
Williams, HW Corp., and Sirrom, Ltd. furnished to Sirrom by HW Corp.
and Sirrom, Ltd. for use in the Proxy Statement (unless HW Corp. or
Sirrom, Ltd. then cured the defect by providing corrected information
and Sirrom did not cure such defect by inserting corrected information
in the Proxy Statement). HW Corp. and Sirrom, Ltd. agree that the
information provided by it for inclusion in the Proxy Statement and
each amendment or supplement thereto, at the time of mailing thereof
and at the time of the consummation of the Merger, or, in the case of
information provided by HW Corp. or Sirrom, Ltd. for inclusion in the
Proxy Statement or any amendment or supplement thereto, at the time it
is filed, will not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. No amendment or supplement
to the Proxy Statement will be made by Sirrom, Sirrom, Ltd. or HW Corp.
without the approval of the other parties. Sirrom will advise Sirrom,
Ltd. and HW Corp. promptly after it receives notice thereof, of the
time when the Proxy Statement or any supplement or amendment has been
filed, the issuance of any stop order, the suspension of the
qualification of the Sirrom Common Stock issuable in connection with
the Transactions for offering or sale in any jurisdiction, or any
request by the SEC for amendment of the Proxy Statement or comments
thereon and responses thereto or requests by the SEC for additional
information.

(d) Except as and to the extent required by law, each of
Sirrom, Sirrom, Ltd. and HW Corp. hereby agree not to disclose or use,
and each shall cause its representatives

<PAGE> 69

not to disclose or use, any confidential information with respect to
the other party hereto furnished, or to be furnished, by such other
party or their representatives in connection herewith at any time or in
any manner other than in connection with its evaluation of the
Transaction. Except as required by law, and as set forth in this
subparagraph (d), neither HW Corp., Sirrom, Ltd. nor their
representatives shall make any public statements regarding the
Transactions or this Agreement without the prior approval of Sirrom.
Sirrom may make such statements, disclosures and filings regarding the
Transactions or this Agreement as it is advised by its counsel are
necessary or appropriate for a public company. Should the Transactions
not be consummated, all such confidential information, in whatever
form, shall be returned to the originator by each party and its
representative.

(e) Each of Sirrom, Sirrom, Ltd. and HW Corp., without the
prior written consent of the other, shall not take any action which
would cause or tend to cause the conditions upon the obligations of the
parties hereto to effect the transactions contemplated hereby not to be
fulfilled including, without limitation, taking, causing to be taken,
or permitting or suffering to be taken or to exist any action,
condition or thing which would cause the representations and warranties
made by the other herein not to be true and correct as of the Closing
Date.

(f) From and after the date hereof to and until the Effective
Time, neither HW Corp., Sirrom, Ltd. nor Sirrom shall (i) knowingly
take any action, or knowingly fail to take any action, that would
jeopardize the treatment of the Merger as a pooling of interests for
accounting purposes, (ii) knowingly take any action, or knowingly fail
to take any action, that would jeopardize qualification of the Merger
as a reorganization within the meaning of Section 368(a) of the Code or
(iii) enter into any contract, agreement, commitment or arrangement
with respect to any of the foregoing.

5.2 Covenants of HW Corp. and Sirrom, Ltd. HW Corp. and Sirrom, Ltd.
covenant and agree, to the extent applicable, that between the date hereof and
continuing until the Effective Time (except as expressly contemplated or
permitted hereby, or to the extent that Sirrom shall otherwise consent in
writing or until this Agreement is terminated as provided in Section 7.5):

(a) Prior to the Effective Time, HW Corp. agrees (i) that it
shall, and shall direct and use its best efforts to cause their
directors, officers, employees, specified five percent or greater
shareholders, advisors, accountants and attorneys (the
"Representatives"), including such Representatives of any of HW Corp.'s
affiliated entities or persons, not to, initiate, solicit or encourage,
directly or indirectly, any inquiries or the making or implementation
of any proposal or offer (including, without limitation, any proposal
or offer to their shareholders) with respect to a merger, acquisition,
consolidation or similar transaction involving, or any purchase of all
or any significant portion of the assets or any equity securities of HW
Corp. (any such proposal or offer being hereinafter referred to as an
"Acquisition Proposal") or engage in any negotiations concerning, or
provide any confidential information or data to, or have any
discussions with, any person

<PAGE> 70

relating to an Acquisition Proposal, or otherwise facilitate any effort
or attempt to make or implement an Acquisition Proposal; (ii) that they
will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing and will take the
necessary steps to inform the individuals or entities referred to above
of the obligations undertaken in this Section 5.2(a); and (iii) that
they will notify Sirrom immediately if any such inquiries or proposals
are received by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated or continued
with, them.

HW Corp. agrees that Sirrom will be entitled to specifically
enforce its rights under this paragraph 5.2(a) to recover damages by
reason of any breach of the provisions therein and to exercise all
other rights existing in its favor. HW Corp. further agrees and
acknowledges that money damages may not be an adequate remedy for the
breach of such provision and that Sirrom may in its sole discretion
apply to any court of law or equity of competent jurisdiction for
specific performance or injunctive relief in order to enforce or
prevent any violations of this covenant.

(b) Except as described in the HW Corp. Disclosure Letter or
as contemplated by this Agreement, HW Corp. will not and each of HW
Corp. and Sirrom, Ltd. will not permit Harris Williams to, without the
prior written consent of Sirrom:

(i) change its charter, bylaws, limited partnership
agreement or capitalization or merge, consolidate with or into
or otherwise acquire any interest in any entity;

(ii) declare, set aside or pay any cash dividend or
other distribution on or in respect of shares of its capital
stock or redeem, retire or purchase any shares of its capital
stock or issue any additional shares or rights or options or
agreements to acquire shares of its capital stock;

(iii) declare, set aside or pay any distribution to a
partner of Harris Williams which would have the effect of
reducing the minimum cash balance (net of short term debt) of
Harris Williams on the Closing Date below an amount equal to
$500,000 minus the expenses incurred by HW Corp. in connection
with the transactions contemplated by this Agreement.

(iv) discharge or satisfy any lien, charge,
encumbrance or indebtedness outside the ordinary course of
business, except those required to be discharged or satisfied;

(v) authorize, guarantee or incur indebtedness
aggregating in excess of $25,000;

<PAGE> 71

(vi) make any capital expenditures or capital
additions or betterments, or commitments therefor, aggregating
in excess of $70,000;

(vii) loan funds to any person;

(viii) institute, settle or agree to settle any
litigation, action or proceeding before any court or
governmental body;

(ix) sell, lease, mortgage, pledge or subject to any
other encumbrance or otherwise dispose of any of its property
or assets, tangible or intangible, other than in the ordinary
course of business;

(x) authorize any compensation increases of any kind
whatsoever for any employee, other than as in the ordinary
course of business and consistent with past practice, or adopt
or amend any existing employee benefit plan or severance plan;

(xi) take any action, other than reasonable and usual
actions in the ordinary course of business and consistent with
past practice;

(xii) enter into or modify any material contract,
including any contract with any governmental authority or any
third party standstill or confidentiality agreement to which
it is a party; or

(xiii) enter into any contract, agreement, commitment
or arrangement to do any of the foregoing.

(c) Prior to the Effective Time, HW Corp. shall within 21 days
provide to Sirrom quarterly financial statements of Harris Williams and
HW Corp. prepared for periods from and after December 31, 1995.

5.3 Covenant Involving Taxes of Harris Williams. Notwithstanding
anything to the contrary contained in the partnership agreement of Harris
Williams, Sirrom, Sirrom Sub, Sirrom Ltd. and HW Corp. agree that there shall be
an interim closing of the partnership's books on the Closing Date in order to
compute the distributive shares of Federal taxable income, and the distributive
shares of the HW Corp. and Sirrom Ltd. shall be based on the income of Harris
Williams for the short period in 1996 prior to the Closing Date; provided,
however, that allocable cash basis items shall be treated in accordance with
Section 706(d)(2) of the Code.

<PAGE> 72
ARTICLE 6.

CONDITIONS

6.1 Conditions to Each Party's Obligation to Effect the Transactions.
The respective obligation of each party to effect the Transactions shall be
subject to the fulfillment at or prior to the Closing Date of the following
conditions:

(a) No action or proceeding shall have been instituted before
a court or other governmental body by any governmental agency or public
authority to restrain or prohibit the transactions contemplated by this
Agreement or to obtain an amount of damages or other material relief in
connection with the execution of the Agreement or the related
agreements or the consummation of the Transactions; and no governmental
agency shall have given notice to any party hereto to the effect that
consummation of the transactions contemplated by this Agreement would
constitute a violation of any law or that it intends to commence
proceedings to restrain consummation of the Transactions.

(b) Sirrom and HW Corp. shall have received an opinion of
counsel and/or accountants reasonably satisfactory to them,
generally to the effects that (i) the Merger qualifies as a
reorganization under Section 368(a), (ii) no material gain or loss will
be recognized by HW Corp. or Sirrom as a result of the Merger, (iii)
shareholders of HW Corp. who receive in the Merger solely Sirrom Common
Stock will recognize no gain or loss for federal income tax purposes
with respect to the Sirrom Common Stock received in the Merger, and
(iv) the Merger will not have a material adverse effect on the federal
income tax consequences of Sirrom; provided that the failure to satisfy
the requirements of clauses (ii) and (iv) of this subsection shall
constitute a condition to consummation of the Merger only if asserted
by Sirrom, and the failure to satisfy the requirements of clause (iii)
of this subsection shall constitute a condition to consummation of the
Merger only if asserted by HW Corp.

(c) All consents, authorizations, orders and approvals of (or
filings or registrations with) any governmental commission, board or
other regulatory body required in connection with the execution,
delivery and performance of this Agreement shall have been obtained or
made, except for filings in connection with the Transactions and any
other documents required to be filed after the Effective Time and
except where the failure to have obtained or made any such consent,
authorization, order, approval, filing or registration would not have a
material adverse effect on the business of Sirrom, Harris Williams and
HW Corp., taken as a whole, following the Effective Time.

(d) Sirrom shall have received from HW Corp. copies of all
resolutions adopted by the Board of Directors and shareholders of HW
Corp. and from Sirrom, Ltd. copies of all resolutions adopted by the
partners of Sirrom, Ltd., in connection with this Agreement and the
transactions contemplated hereby. HW Corp. and Sirrom, Ltd. shall

<PAGE> 73

have received from Sirrom and Sirrom Sub copies of all resolutions
adopted by the Board of Directors and shareholders of each respective
company in connection with this Agreement and the transactions
contemplated hereby.

6.2 Conditions to Obligation of HW Corp. and Sirrom, Ltd. to Effect the
Transactions. The obligation of HW Corp. and Sirrom, Ltd. to effect the Merger
shall be subject to the fulfillment at or prior to the Closing Date of the
following conditions:

(a) Sirrom shall have performed its agreements contained in
this Agreement required to be performed on or prior to the Closing Date
and the representations and warranties of Sirrom and Sirrom Sub
contained in this Agreement and in any document delivered in connection
herewith shall be true and correct as of the Closing Date, and HW Corp.
and Sirrom, Ltd. shall have received a certificate of the President or
the Chief Financial Officer, dated the Closing Date, certifying to such
effect.

(b) From the date of this Agreement through the Effective
Time, there shall not have occurred any material adverse change in the
financial condition, business, operations or prospects of Sirrom, that
would have or would be reasonably likely to have a Sirrom Material
Adverse Effect other than any such change that affects small business
lenders.

(c) HW Corp. and Sirrom, Ltd. shall each have received a
written opinion, dated as of the Closing Date, from the legal counsel
of Sirrom, in form and substance satisfactory to it, as to certain
matters agreed upon by legal counsel of Sirrom, Sirrom, Ltd. and HW
Corp.

(d) Concurrently with the execution of this Agreement, Sirrom
shall have entered into employment and noncompetition
agreements, and indemnification agreements (in substantially the form
as the Form of Indemnification Agreement filed as Exhibit i.2 to
Sirrom's Registration Statement as Form N-2, Amendment No. 1, dated
January 18, 1995 (1933 Act File No. 33-86680; 1940 Act File No.
814-154), which agreements shall become effective at Closing in the
forms attached hereto as Exhibits A, B, and C, respectively.

(e) Concurrently with the execution of this Agreement, each
individual receiving shares of Sirrom Common Stock pursuant to the
Transactions contemplated herein, shall execute a restricted
stock and registration rights agreement, in substantially the form
attached hereto as Exhibit D.

6.3 Conditions to Obligation of Sirrom and Sirrom Sub to Effect the
Transactions. The obligations of Sirrom and Sirrom Sub to effect the
Transactions shall be subject to the fulfillment at or prior to the Closing Date
of the following conditions:

<PAGE> 74

(a) HW Corp. and Sirrom, Ltd. shall have performed their
agreements contained in this Agreement required to be performed on or
prior to the Closing Date and the representations and warranties of HW
Corp. and Sirrom, Ltd. contained in this Agreement and in any document
delivered in connection herewith shall be true and correct as of the
Closing Date to the same extent as if made on the Closing Date, and
Sirrom shall have received a certificate of the Chief Executive Officer
of HW Corp. and the general partner of Sirrom, Ltd. dated the Closing
Date, certifying to such effect.

(b) Sirrom shall be satisfied that the Merger will qualify for
accounting by Sirrom as a pooling of interests under generally accepted
accounting principles and under applicable rules and regulations of the
Securities and Exchange Commission. In connection therewith, Sirrom
shall have received, on or before the Closing Date, letters from Arthur
Anderson LLP (or any other accountants of Sirrom's choosing), each
dated as of the Closing Date to the effect that the transactions
contemplated by this Agreement may be treated by Sirrom as a pooling
of interests for accounting purposes.

(c) Sirrom shall have received from ARTHUR ANDERSON LLP
"comfort" letters, in form and substance satisfactory to it, of the
kind contemplated by the Statement of Auditing Standards with respect
to Letters to Underwriters promulgated by the American Institute of
Certified Public Accountants (the "AICPA Statement") with respect to
the procedures undertaken by them relating to the financial statements
of HW Corp. contained in the Proxy Statement and the other matters
contemplated by the AICPA statement and customarily included in comfort
letters relating to transactions similar to the Merger, (i) dated
immediately prior to the date of mailing of the Proxy Statement, and
(ii) dated immediately prior to the Closing Date, a bring down of the
letter provided in subparagraph (i).

(d) Sirrom shall have consummated the Sirrom Reorganization
following the receipt of all governmental entity approvals required for
such Reorganization, including but not limited to the approval the
Small Business Administration (the "SBA") and of the SEC (or the
requisite exemptive orders shall have been issued thereby).

(e) Sirrom shall have received the requisite exemptive order
issued by the SEC with respect to the acquisition of the Limited
Partnership Interest from Sirrom, Ltd., and the waiting period under
the Hart-Scott-Rodino Act shall have expired.

(f) The options held by Tiffany B. Armstrong and Dean Frith
shall have been fully exercised prior to the Closing Date, so that the
capitalization of HW Corp. shall consist of 108.675 shares of Common
Stock issued and outstanding on the Closing Date.

(g) Sirrom and its Board of Directors have received an
opinion from an investment banking firm to be named by Sirrom
dated the mailing date of the Proxy Statements, to the effect that
the consideration to be

26
<PAGE> 75
paid by Sirrom in the Transactions is fair, from a financial point of
view, to the shareholders of Sirrom.

(h) From the date of this Agreement through the Effective
Time, there shall not have occurred any material adverse change in the
financial condition, business or operations of Harris Williams or HW
Corp.

(i) Sirrom shall have received a written opinion, dated as of
the Closing Date, from the legal counsel of HW Corp. and Sirrom, Ltd.
in form and substance satisfactory to it, as to certain matters agreed
upon by legal counsel of Sirrom and HW Corp.

(j) Sirrom shall have received a written opinion, dated as of
the Closing Date, from legal counsel, to the effect that Sirrom will
continue to qualify as a Regulated Investment Company pursuant to
Section 851 of the Code.

(k) Concurrently with the execution of this Agreement, Chris
Williams and Hiter Harris shall have entered into employment and
noncompetition agreements, and indemnification agreements (in
substantially the form as the Form of Indemnification Agreement filed
as Exhibit i.2 to Sirrom's Registration Statement as Form N-2,
Amendment No. 1, dated January 18, 1995 (1933 Act File No. 33-86680;
1940 Act File No. 814-154), which agreements shall become effective at
Closing in the forms attached hereto as Exhibits A, B, and C,
respectively.

(l) Concurrently with the execution of this Agreement, each
individual receiving shares of Sirrom Common Stock pursuant to the
Transactions contemplated herein, shall execute a restricted stock and
registration rights agreement, in substantially the form attached
hereto as Exhibit D.

(m) The number of shares of HW Corp. Common Stock which shall
perfect their dissenters rights under the VBCA shall not exceed 5% of
the shares of HW Corp. Common Stock outstanding immediately prior to
the Effective Time.

(n) This Agreement and the Transactions contemplated by this
Agreement shall have been approved and adopted by the affirmative vote
of the holders of a majority of the Sirrom Common Stock present and
voting at the special meeting called for such purpose.

27
<PAGE> 76
ARTICLE 7.

TERMINATION

7.1 Termination by Mutual Consent. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, before or
after the approval of this Agreement by the shareholders of HW Corp. and/or
Sirrom, by the mutual consent of all of the parties hereto.

7.2 Termination by Either Sirrom or HW Corp. This Agreement may be
terminated and the Transactions may be abandoned by action of the Board of
Directors of either Sirrom or HW Corp. if (a) the Merger shall not have been
consummated by October 1, 1996, or (b) a United States federal or state court
of competent jurisdiction or United States federal or state governmental,
regulatory or administrative agency or commission shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and
non-appealable; provided, that the party seeking to terminate this Agreement
pursuant to this clause (b) shall have used all reasonable efforts to remove
such injunction, order or decree.

7.3 Termination by HW Corp. This Agreement may be terminated and the
Transactions may be abandoned at any time prior to the Effective Time, before or
after the adoption and approval by the shareholders of HW Corp. referred to in
Section 6.2, by action of the Board of Directors of HW Corp., if (a) there has
been a breach by Sirrom or Sirrom Sub of any representation or warranty
contained in this Agreement which would have or would be reasonably likely to
have a Sirrom Material Adverse Effect, (b) there has been a material breach of
any of the covenants or agreements set forth in this Agreement on the part of
Sirrom, which breach is not curable or, if curable, is not cured within 30 days
after written notice of such breach is given by HW Corp. to Sirrom or (c) any of
the conditions set forth in Section 6.1 or Section 6.2 shall have failed to be
able to be satisfied without unreasonable effort or expense.

7.4 Termination by Sirrom. This Agreement may be terminated and the
Transactions may be abandoned at any time prior to the Effective Time, before or
after the approval by the shareholders of Sirrom referred to in Section 6.3, by
action of the Board of Directors of Sirrom, if (a) there has been a breach by HW
Corp. or Sirrom, Ltd. of any representation or warranty contained in this
Agreement which would have or would be reasonably likely to have an HW Corp.
Material Adverse Effect, (b) there has been a material breach of any of the
covenants or agreements set forth in this Agreement on the part of HW Corp. or
Sirrom, Ltd., which breach is not curable or, if curable, is not cured within 30
days after written notice of such breach is given by Sirrom to HW Corp. or
Sirrom, Ltd. or (c) any of the conditions set forth in Section 6.3 shall have
failed to be able to be satisfied without unreasonable effort and expense.

28
<PAGE> 77
7.5 Effect of Termination and Abandonment. Upon termination of this
Agreement pursuant to this Article, except for Sections 3.20, 4.10, 5.1(d) and
this Section 7.5, which shall survive termination of this Agreement, this
Agreement shall be void and of no other effect, and there shall be no liability
by reason of this Agreement or the termination thereof on the part of any party
hereto (other than for breach of a covenant contained herein), or on the part of
the respective directors, officers, employees, agents or shareholders of any of
them provided, however, that in the event of a termination of this Agreement (X)
by HW Corp. pursuant to Section 7.3, (Y) by any party hereto pursuant to Section
7.2 or (Z) by Sirrom as a result of the inability to satisfy any of the
conditions described in Section 6.1 or in paragraphs (b), (c), (d), (e), (f),
(g), (i), (j) or (n) of Section 6.3, then Sirrom shall, within 10 days
following the effective date of such termination, pay to HW Corp. an amount
equal to the out-of-pocket expenses incurred by HW Corp. in connection with the
negotiation or execution of, or and performance of HW Corp.'s obligations under
this Agreement.

7.6 Extension; Waiver. At any time prior to the Effective Time, any
party hereto, by action taken by its Board of Directors, may, to the extent
legally allowed, (a) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein. Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.

ARTICLE 8.

GENERAL PROVISIONS

8.1 Non-survival of Representations and Warranties. All representations
and warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall be deemed to the extent expressly provided herein to be
conditions to the Transactions and shall not survive the Transactions.

8.2 Publicity. Except as otherwise required by law or the rules of the
Nasdaq or the SEC (or as otherwise required by law in the opinion of counsel to
such party), as long as this Agreement is in effect, no party shall, or shall
permit any of its subsidiaries to, issue or cause the publication of any press
release or other public announcement with respect to the transactions
contemplated by this Agreement without the consent of the other parties, which
consent shall not be unreasonably withheld.

8.3 Notices. Any notice required to be given hereunder shall be
sufficient if in writing, by courier service (with proof of service), hand
delivery or certified or registered mail (return receipt requested and
first-class postage prepaid), addressed as follows:

29
<PAGE> 78
If to Sirrom or Sirrom Sub: If to HW Corp.:

George M. Miller, II Hiter Harris and Chris Williams
Sirrom Capital Corporation Harris Williams & Co., L.P.
500 Church Street, Suite 200 1313 E. Main Street, Third Floor
Nashville, TN 37219 Richmond, VA 23219

with a copy to: with a copy to:

Bob F. Thompson R. Marshall Merriman, Jr.
Bass, Berry & Sims PLC McGuire, Woods, Battle & Boothe, L.L.P.
2700 First American Center One James Center
Nashville, Tennessee 37238 901 East Cary Street
Richmond, Virginia 23219-4030

or to such other address as any party shall specify by written notice so given,
and such notice shall be deemed to have been delivered as of the date so
telecommunicated, personally delivered or mailed.

8.4 Assignment, Binding Effect; Benefit. Neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to the preceding sentence this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.

8.5 Entire Agreement. This Agreement, the Exhibits, the HW Corp.
Disclosure Letter, the Sirrom Disclosure Letter and any documents delivered by
the parties in connection herewith constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings among the parties with respect thereto, No
addition to or modification of any provision of this Agreement shall be binding
upon any party hereto unless made in writing and signed by all parties hereto.

8.6 Amendment. This Agreement may be amended by the parties hereto, by
action taken by their respective Boards of Directors and general partners, at
any time before or after approval of matters presented in connection with the
Transactions by the shareholders of HW Corp. or Sirrom, but after any such
stockholder approval, no amendment shall be made which by law requires the
further approval of shareholders without obtaining such further approval. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

30
<PAGE> 79
8.7 Governing Law. The validity of this Agreement, the construction of
its terms and the determination of the rights and duties of the parties hereto
shall be governed by and construed in accordance with the laws of the United
States and those of the State of Tennessee applicable to contracts made and to
be performed wholly within such state.

8.8 Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.

8.9 Headings. Headings of the Articles and Sections of this Agreement
are for the convenience of the parties only, and shall be given no substantive
or interpretive effect whatsoever.

8.10 Interpretation. In this Agreement, unless the context otherwise
requires, words describing the singular number shall include the plural and vice
versa, and words denoting any gender shall include all genders and words
denoting natural persons shall include corporations and partnerships and vice
versa.

8.11 Waivers. Except as provided in this Agreement, no action taken
pursuant to this Agreement, including, without limitation, any investigation by
or on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or agreements contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.

8.12 Incorporation of Exhibits. The HW Corp. Disclosure Letter, the
Sirrom Disclosure Letter and the Annexes and Exhibits attached hereto and
referred to herein are hereby incorporated herein and made a part hereof for all
purposes as if fully set forth herein.

8.13 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

8.14 Expenses. Each party to this Agreement shall bear its own expenses
in connection with the Merger and the transactions contemplated hereby. Sirrom
shall be solely responsible for (A) all expenses in connection with the
preparation and filing of the Proxy Statement and each

31
<PAGE> 80
amendment and supplement thereto, (B) the fees and expenses of Arthur Andersen
LLP in connection with its audit of HW Corp. and Harris Williams and all other
services provided in connection with this Agreement and the transactions
contemplated thereby, (C) the fees and expenses of Keefe, Bruyette & Woods,
Inc. in connection with the provision of its opinion pursuant to Section 6.3(g)
of this Agreement, (D) the fees and expenses of counsel or accountants
providing the opinions described in Section 6.1(b) and (E) all filing fees
required under the HSR Act..

8.15 Enforcement of Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of competent
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.

32
<PAGE> 81
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf on the day and year first written
above.

SIRROM CORPORATION

By:______________________________
George M. Miller, II
President and
Chief Executive Officer

SIRROM ACQUISITION CORPORATION

By:______________________________
George M. Miller, II
President and
Chief Executive Officer

HARRIS WILLIAMS & CO.

By:_____________________________

____________________
President

SIRROM, LTD..

By: All Scarlet, Inc., its general partner

By:_____________________________
Title:____________________________

<PAGE> 82
[NatWest Markets' Letterhead] APPENDIX B

350 South Grand Avenue
Suite 3900
Los Angeles, CA 90071
Telephone: (213) 680-5330
Fax: (213) 346-9017

June 5, 1996

Board of Directors of
Sirrom Capital Corporation
500 Church Street, Suite 200
Nashville, TN 37219

Dear Sirs:

You have requested our opinion as to the fairness to Sirrom Capital
Corporation ("Sirrom"), from a financial point of view, of the Total Sirrom
Shares (as defined in the "Acquisition Agreement") to be issued by Sirrom in
connection with its proposed acquisition (the "Transaction") of Harris,
Williams & Co., L.P. ("Harris Williams") pursuant to the terms and conditions
set forth in the Acquisition Agreement among Sirrom Capital Corporation, Sirrom
Capital Acquisition Corporation, Sirrom, Ltd. and Harris Williams & Co. dated
as of May 16, 1996 (the "Acquisition Agreement"). Capitalized terms not
otherwise defined herein shall have the same meaning as those set forth in
the Acquisition Agreement.

In arriving at our opinion herein, and as the basis therefor, we have:
(1) reviewed the Acquisition Agreement; (2) reviewed a preliminary draft of the
Proxy Statement; (3) reviewed certain historical and pro forma financial and
operating data of Sirrom and Harris Williams and their respective affiliates
that was available from public sources or furnished to us by Sirrom or Harris
Williams; (4) reviewed certain internal financial and operating forecasts of
Sirrom and Harris Williams prepared and provided to us by management of Sirrom
and Harris Williams; (5) discussed the historic and current operating results
and future prospects of Sirrom and Harris Williams with the respective senior
executive officers of Sirrom and Harris Williams; (6) reviewed recent market
price data and trading history activity for Sirrom's common stock; (7) reviewed
certain publicly available information of selected securities brokerage and
advisory firms whose securities are publicly traded; (8) considered the terms,
to the extent publicly available, of selected recent business combinations in
the securities, financial advisory and agency industries; and (9) conducted such
other financial studies, analyses and investigations as we deemed appropriate.

We were not engaged to independently verify the accuracy or
completeness of any information which we reviewed in arriving at the opinion
expressed herein, and, with your approval, we assumed and relied upon the
accuracy and completeness of all such information, without independent
verification. With your approval, we also assumed that (i) the financial
forecasts provided to us by Sirrom and Harris Williams were reasonably prepared
on bases reflecting the best current available estimates and good faith
judgments of the management of Sirrom and Harris Williams as to future
performance, consistent with historical data and (ii) the terms and conditions
of the Transaction, including the Total Sirrom Shares, were determined by
Sirrom and Harris Williams in arms' length negotiations.

<PAGE> 83
We were not engaged to conduct a physical inspection of any properties
or make an independent valuation or appraisal of the assets, including Sirrom's
portfolio of equity and warrant investments, or liabilities, including
contingent liabilities, of Sirrom or Harris Williams or any of their respective
subsidiaries or affiliates, and we were not furnished with any such valuations
or appraisals. We were also not engaged to review any legal, accounting, tax or
regulatory aspects of Sirrom (before or after giving effect to the consummation
of the Transaction) or the Transaction.

Our opinion herein is based on our assessment of the economic, market
and other conditions as they exist and can be evaluated on the date of this
letter. We express no opinion as to the price or trading range at which the
stock of Sirrom will trade following the date of this letter. Our opinion
herein is provided solely for the benefit of the Board of Directors of Sirrom
in connection with and for the purposes of its evaluation of the Transaction
and is not intended to be a recommendation to any shareholders of Sirrom as to
how such shareholders should vote with respect to the Transaction.

We have been retained by the Board of Directors of Sirrom in connection
with the Transaction to render an opinion to the Board of Directors as to the
fairness of the Transaction, from a financial point of view, to Sirrom and,
pursuant to the terms of our engagement, we are entitled to receive a fee upon
the delivery of this opinion. In the ordinary course of business, our
affiliates may trade the securities of Sirrom for our or their own account and
the accounts of customers and, accordingly, may hold a long or short position
in such securities.

This letter and the opinion expressed herein are being delivered
pursuant to our engagement by Sirrom and may not be included, quoted or
referred to in any filing, report, document, release or other communication
without our prior written consent; except that Sirrom may set forth in full this
letter in the Proxy Statement relating to the Transaction, and, provided it
shall do so, may quote from or refer to this letter therein.

On the basis of and subject to the matters set forth herein, we are of
the opinion that, as of the date hereof, the Total Sirrom Shares to be issued
by Sirrom pursuant to the Acquisition Agreement is fair, from a financial point
of view, to Sirrom.

Very truly yours,

National Westminster Bank Plc

/s/ National Westminster Bank Plc

<PAGE> 84
Appendix C
ARTICLE 6
<TABLE>
<S> <C>
PERIOD-TYPE 3-MOS
FISCAL-YEAR-END DEC-31-1996
PERIOD-START JAN-01-1996
PERIOD-END MAR-31-1996
INVESTMENTS-AT-COST 188,430,081
INVESTMENTS-AT-VALUE 200,683,942
RECEIVABLES 2,534,774
ASSETS-OTHER 2,987,124
OTHER-ITEMS-ASSETS 0
TOTAL-ASSETS 206,205,840
PAYABLE-FOR-SECURITIES 0
SENIOR-LONG-TERM-DEBT 108,176,000
OTHER-ITEMS-LIABILITIES 3,623,617
TOTAL-LIABILITIES 111,799,617
SENIOR-EQUITY 73,919,184
PAID-IN-CAPITAL-COMMON 0
SHARES-COMMON-STOCK 9,195,116
SHARES-COMMON-PRIOR 7,695,116
ACCUMULATED-NII-CURRENT 5,405,838
OVERDISTRIBUTION-NII 0
ACCUMULATED-NET-GAINS 6,376,760
OVERDISTRIBUTION-GAINS 0
ACCUM-APPREC-OR-DEPREC 12,053,860
NET-ASSETS 94,406,223
DIVIDEND-INCOME 0
INTEREST-INCOME 4,862,483
OTHER-INCOME 921,250
EXPENSES-NET 3,194,463
NET-INVESTMENT-INCOME 2,589,250
REALIZED-GAINS-CURRENT 5,756,489
APPREC-INCREASE-CURRENT 2,240,559
NET-CHANGE-FROM-OPS 8,451,338
EQUALIZATION 0
DISTRIBUTIONS-OF-INCOME 2,390,730
DISTRIBUTIONS-OF-GAINS 0
DISTRIBUTIONS-OTHER 0
NUMBER-OF-SHARES-SOLD 0
NUMBER-OF-SHARES-REDEEMED 0
SHARES-REINVESTED 0
NET-CHANGE-IN-ASSETS 0
ACCUMULATED-NII-PRIOR 5,396,959
ACCUMULATED-GAINS-PRIOR (1,089,447)
OVERDISTRIB-NII-PRIOR 0
OVERDIST-NET-GAINS-PRIOR 0
GROSS-ADVISORY-FEES 0
INTEREST-EXPENSE 1,789,982
GROSS-EXPENSE 3,194,463
AVERAGE-NET-ASSETS 91,375,919
PER-SHARE-NAV-BEGIN 9.61
PER-SHARE-NII 0.28
PER-SHARE-GAIN-APPREC 0.64
PER-SHARE-DIVIDEND 0.26
PER-SHARE-DISTRIBUTIONS 0
RETURNS-OF-CAPITAL 0
PER-SHARE-NAV-END 10.27
EXPENSE-RATIO 0.035
AVG-DEBT-OUTSTANDING 97,318,000
AVG-DEBT-PER-SHARE 10.58
</TABLE>
<PAGE> 85

PROXY

SIRROM CAPITAL CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF
SHAREHOLDERS OF SIRROM CAPITAL CORPORATION (THE "COMPANY") TO BE HELD ON JULY
31, 1996.

The undersigned hereby appoints George M. Miller, II, and Carl W. Stratton,
and each of them, as proxies, with full power of substitution, to vote all
shares of the undersigned as shown below on this proxy at the Special Meeting of
Shareholders of the Company to be held at The Hermitage Suite Hotel, 231 6th
Avenue, Nashville, Tennessee, on Wednesday, July 31, 1996, at 10:00 a.m., local
time, and any adjournment thereof.

(1) Approval of the Acquisition Agreement and the Transactions contemplated
therein.
/ / FOR / / AGAINST / / ABSTAIN
(2) In their discretion on any matter that may properly come before said
meeting or any adjournment thereof.

Your shares will be voted in accordance with your instructions. If no choice
is specified, shares will be voted FOR the approval of the Acquisition Agreement
and the Transactions contemplated therein.

PLEASE SIGN HERE AND RETURN
PROMPTLY

-------------------------------

Date: , 1996
--------------------

Please sign exactly as your
name appears on your stock
certificate. If registered in
the names of two or more
persons, each should sign.
Executors, administrators,
trustees, guardians, attorneys,
and corporate officers should
show their full titles.

------------------------------------------------------------
If you have changed your address, please PRINT your new address on this line.