EXHIBIT 3.1
                          CERTIFICATE OF INCORPORATION
                                       OF
                    SUNRISE INTERNATIONAL LEASING CORPORATION


                                ARTICLE 1 - NAME

     1.1)  The  name  of  the  corporation  is  Sunrise   International  Leasing
Corporation.

                     ARTICLE 2 - REGISTERED OFFICE AND AGENT

     2.1) The  registered  office of the  corporation  is located at 1013 Centre
Road,  Wilmington,  County of New Castle,  DE 19805.  The name of its registered
agent at such address is Corporation Service Company.

                              ARTICLE 3 - PURPOSES

     3.1) The nature of the  business or purposes to be conducted or promoted by
the  corporation  is  to  engage  in  any  lawful  act  or  activity  for  which
corporations may be organized under the General Corporation Law of Delaware.

                            ARTICLE 4 - CAPITAL STOCK

     4.1) The aggregate  number of shares the corporation has authority to issue
shall be 20,000,000  shares,  which shall have a par value of $.01 per share and
which shall consist of 17,500,000 shares of Common Stock and 2,500,000 shares of
Preferred  Stock.  The Board of Directors of the  corporation  is  authorized to
establish from the shares of Preferred Stock, by resolution adopted and filed in
the manner provided by law, one or more classes or series and to fix the powers,
relative rights and preferences of each such class or series.

     4.2) No holder of shares of the  corporation  of any class now or hereafter
authorized has any preferential or preemptive  right to subscribe for,  purchase
or  receive  any  shares  of the  corporation  of  any  class  now or  hereafter
authorized, or any options or warrants for such shares, which may at any time be
issued, sold or offered for sale by the corporation.

     4.3) No holder of shares of the  corporation  of any class now or hereafter
authorized shall be entitled to cumulative voting.

     4.4) The Board is further authorized to issue shares of one class or series
to holders  of that class or series or to holders of another  class or series to
effectuate share dividends or splits.
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                         ARTICLE 5 - MEETINGS AND BOOKS

     5.1)  Meetings  of the  stockholders  may be  held  outside  the  State  of
Delaware,  as  the  Bylaws  may  provide.  No  action  shall  be  taken  by  the
stockholders by written consent without a meeting.

     5.2) The books of the  corporation  may be kept  (subject to any  provision
contained in the statutes) outside the State of Delaware at such place or places
as may be  designated  from  time to time by the  Board of  Directors  or in the
Bylaws of the corporation.


                            ARTICLE 6 - INCORPORATOR

     6.1) The name and mailing address of the incorporator are as follows:

                           John F. Wurm
                           1100 International Centre
                           900 Second Avenue South
                           Minneapolis, Minnesota  55402


                  ARTICLE 7 - LIMITATION OF DIRECTOR LIABILITY

     7.1) A director of the  corporation  shall not be personally  liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except a director shall be liable to the extent provided by
applicable  law (i) for any  breach of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper  personal  benefit.  If the Delaware
General   Corporation  Law  is  hereafter   amended  to  authorize  the  further
elimination or limitation of the liability of a director,  then the liability of
a director of the corporation  shall be so further  eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing  provisions of this Article 7 by the
stockholders  of the  corporation  shall  not  adversely  affect  any  right  or
protection of a director of the corporation  existing at the time of such repeal
or modification.


                           ARTICLE 8 - INDEMNIFICATION

     8.1) The corporation  shall indemnify,  to the fullest extent authorized or
permitted by law as now enacted or hereafter amended, any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer, employee or agent of the corporation or by reason of the fact that such
person,  at  the  request  of  the  corporation,  is or was  serving  any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, as a director, officer, employee or agent.
<PAGE>

     8.2) The corporation  shall, to the fullest extent  authorized or permitted
by law as  now  enacted  or  hereafter  amended,  pay  the  expenses  (including
attorneys' fees) incurred by persons  identified in the preceding Section 8.1 in
defending such action, suit or proceeding in advance of the final disposition of
the same.

     8.3) The rights  conferred  on any person  pursuant to this Article 8 shall
not be  exclusive  of any other  rights  which such person may have or hereafter
acquire  under  any  statutes,   Bylaw,  agreement,   vote  of  stockholders  or
disinterested directors, or otherwise.

     8.4) The Board of Directors may authorize the purchase and  maintenance  of
insurance  for the  purpose  of such  indemnification  or other  rights  granted
pursuant to this Article 8, against  expense  liability or loss,  whether or not
the  corporation  would have the power to indemnify  such  persons  against such
expense,  liability or loss under the Delaware  General  Corporation Law, as now
enacted or hereafter amended.

     8.5) The indemnification and advancement of expenses provide by, or granted
pursuant to, this Article 8 shall,  unless otherwise provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.


                               ARTICLE 9 - BYLAWS

     9.1) The  Board of  Directors  is  expressly  authorized  to make and alter
Bylaws of this  corporation,  subject to the power of the stockholders to change
or repeal  such Bylaws and subject to any other  limitations  on such  authority
provided by the General Corporation Law of Delaware.


     The undersigned, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate,  hereby declaring and certifying that this
is his act and deed and the facts herein stated are true,  and  accordingly  has
hereunto set his hand this 27th day of August, 1997.


                                                /s/ John F. Wurm
                                                John F. Wurm

<PAGE>
                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                               PARENT CORPORATION
                                      INTO
                             SUBSIDIARY CORPORATION

                     (Pursuant to Section 253 of the General
                          Corporation Law of Delaware)


     Sunrise  Resources,  Inc., a Minnesota  corporation (the  "Company"),  does
hereby certify:

     FIRST:   That  the  Company  is  incorporated   pursuant  to  the  Business
Corporation Act of the State of Minnesota.

     SECOND:  That the Company owns all of the outstanding  shares of each class
of the capital stock of Sunrise  International  Leasing Corporation,  a Delaware
corporation ("Subsidiary").

     THIRD:  That the  Company,  by the  following  resolutions  of its Board of
Directors,  duly adopted on the 28th day of August,  1997,  determined  to merge
itself into Subsidiary on the conditions set forth in such resolutions:

          RESOLVED,  that Sunrise Resources,  Inc., a Minnesota corporation (the
     "Company"),   merge  itself  into  the  wholly-owned  subsidiary,   Sunrise
     International Leasing Corporation,  a Delaware corporation  ("Subsidiary"),
     subject  to  approval  by a  majority  of the  outstanding  stock  of  this
     corporation.

          FURTHER  RESOLVED,   that  the  Merger  Agreement  be  and  hereby  is
     authorized and approved by the Board.

          FURTHER  RESOLVED,  that  subsequent  to approval of the Merger by the
     shareholders  of the Company,  one share of Common Stock of Subsidiary,  as
     the  surviving  corporation,  shall be issued in exchange for each share of
     the issued and outstanding  Common Stock of the Company,  such Common Stock
     being the only  authorized  and  outstanding  class of capital stock of the
     Company as of the date hereof;

          FURTHER RESOLVED,  that the President of the Company, be and hereby is
     authorized to execute for and on behalf of the Company the Merger Agreement
     in  substantially  the form  reviewed and approved by the Board,  with such
     changes  therein  as  such  officer  may  approve,   such  approval  to  be
     conclusively  evidenced  by  his  execution  and  delivery  of  the  Merger
     Agreement.
<PAGE>

          FURTHER RESOLVED,  that the officers of the Company be and they hereby
     are authorized to make,  execute and acknowledge a certificate of ownership
     and merger setting forth a copy of the resolution to merge the Company into
     Subsidiary  and the date of adoption  thereof and,  subject to  shareholder
     approval,  to file the same in the office of the  Secretary of State of the
     State of Delaware.

          FURTHER RESOLVED,  that the officers of the Company, upon the approval
     of the Merger by the Company's shareholders, shall take such further action
     and execute,  deliver,  file and record such  documents,  certificates  and
     other  instruments  as  shall be  required  by law and as they  shall  deem
     necessary  or  advisable  to carry out the intent and purpose of the Merger
     Agreement.

     FOURTH: That the proposed Merger has been adopted, certified,  executed and
acknowledged  by the  Company  in  accordance  with  the  laws of the  State  of
Minnesota.

     IN WITNESS WHEREOF, the Company has caused this certificate to be signed by
Errol F. Carlstrom, its President, and Jeffrey G. Jacobsen, its Secretary,  this
17th day of October, 1997.


                                     SUNRISE RESOURCES, INC., a Minnesota
                                     corporation


                                     By       /s/ Errol F. Carlstrom
                                             Errol F. Carlstrom, President
ATTEST:


By       /s/ Jeffrey G. Jacobsen
    Jeffrey G. Jacobsen, Secretary