EXHIBIT 3.2
                                     BYLAWS
                                       OF
                    SUNRISE INTERNATIONAL LEASING CORPORATION

                                   ARTICLE 1.

                                     OFFICES

     1.1) Offices.  The registered  office of the  corporation  shall be located
1013 Centre Road, in the City of Wilmington,  State of Delaware. The corporation
may also have  offices and places of business  at such other  places,  within or
without the State of Delaware,  as the Board of Directors  may from time to time
determine or the business of the corporation may require.


                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     2.1) Time and  Place.  The  annual  meeting  and all  special  meetings  of
stockholders  may be held at such time and place  within or without the State of
Delaware as shall be stated in the notice of the  meeting or in a duly  executed
waiver of notice thereof.

     2.2) Annual Meetings.  The annual meeting of stockholders  shall be held on
such day of such  month of each  year as shall  be  determined  by the  Board of
Directors  or, if the Board shall fail to act, by the  President.  At the annual
meeting the stockholders, voting as provided in the Certificate of Incorporation
or by law or in these  Bylaws,  shall elect  directors  and shall  transact such
other business as may properly be brought before the meeting.

     2.3) Special  Meetings.  Special meetings of the  stockholders  entitled to
vote shall be called by the  Secretary  at any time upon request of the Chairman
of the Board,  the  President,  or the Board of Directors  (acting upon majority
vote). In addition, special meetings of the stockholders entitled to vote may be
called by a shareholder or shareholders holding ten percent (10%) or more of the
voting  power of all  shares  entitled  to vote who shall  demand  such  special
meeting  by  giving  written  notice  of  demand  to the  President,  Secretary,
Treasurer,  Chairman of the Board or any other director  specifying the purposes
of the meeting.

     2.4) Notice.  Written  notice of the place,  date and hour of any annual or
special  meeting of  stockholders  shall be given  personally or by mail to each
stockholder  entitled  to vote  thereat,  at such  shareholder's  address  as it
appears on the records of the corporation,  not less than ten (10) nor more than
sixty (60) days prior to the meeting.  Notice of any special meeting shall state
the purpose or purposes for which the meeting is called.
<PAGE>

     2.5)  Stockholder  List.  The officer who has charge of the stock ledger of
the  corporation  shall prepare,  at least ten (10) days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting,  during ordinary  business hours,  for at least ten (10)
days prior to the meeting, at a place within the city where the meeting is to be
held. The list shall also be produced at the time and place of the meeting,  and
open for inspection by any stockholder during the meeting.

     2.6) Quorum and Adjourned Meetings. The holders of a majority of all shares
outstanding  and  entitled  to vote,  represented  either in person or by proxy,
shall  constitute  a quorum for the  transaction  of  business  at any annual or
special  meeting  of the  stockholders.  In  case a  quorum  is not  present  or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote  thereat  present  in person or  represented  by proxy  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented;  provided, however,
if the adjournment is for more than thirty (30) days or if after the adjournment
a new record date is set for the adjourned session, notice of any such adjourned
session shall be given in the manner  heretofore  described.  At such  adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted which might have been transacted at the original meeting.

     2.7) Voting. At each meeting of the stockholders,  every stockholder having
the right to vote  shall be  entitled  to vote in person or by proxy.  Except as
otherwise provided by law or the Certificate of Incorporation,  each stockholder
of  record  shall be  entitled  to one (1) vote for each  share of stock  having
voting  power  standing in his name on the books of the  corporation.  Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all
matters  shall be  determined  by vote of a majority  of the  shares  present or
represented at such meeting and voting on such questions.

     2.8) Order of  Business.  The  suggested  order of  business  at the annual
meeting  and,  to  the  extent  appropriate,   at  all  other  meetings  of  the
stockholders shall, unless modified by the presiding chairman, be:

                  (a)      Call of roll
                  (b)      Proof of due notice of meeting or waiver of notice
                  (c)      Determination of existence of quorum
                  (d)      Reading and disposal of any unapproved minutes
                  (e)      Annual reports of officers and committees
                  (f)      Election of directors
                  (g)      Unfinished business
                  (h)      New business
                  (i)      Adjournment.
<PAGE>
                                   ARTICLE 3.

                                    DIRECTORS

     3.1) Number, Qualification and Term of Office. The Board of Directors shall
consist of one or more members. The number of members of the first Board (if not
named  in  the  Certificate  of  Incorporation)   shall  be  determined  by  the
incorporator. Thereafter, such number shall be fixed from time to time by action
of the  stockholders or the Board of Directors and may be increased or decreased
by the stockholders or the directors.  Each director shall hold office until his
successor shall have been elected and qualified or until such director's earlier
death, resignation, disqualification, removal or otherwise.

     3.2)  Vacancies  on  Board  of  Directors.  If a  vacancy  on the  Board of
Directors occurs by reason of death, resignation,  disqualification,  removal or
otherwise,  or if a newly created  directorship  results from an increase in the
number of  directors,  such  vacancy may be filled for the  unexpired  term by a
majority of the directors then in office although less than a quorum,  or by the
sole remaining  director.  Each person so elected shall be a director until such
director's successor is elected by the stockholders,  who may make such election
at their  next  annual  meeting  or any  special  meeting  duly  called for that
purpose.

     3.3) Quorum and Voting.  A majority of the total number of directors  shall
constitute a quorum for the transaction of business;  provided, however, that if
any vacancies exist by reason of death, resignation,  disqualification,  removal
or otherwise,  a majority of the remaining  directors shall  constitute a quorum
for the purpose of filling of such  vacancies.  Except as otherwise  required by
law or the Certificate of Incorporation, the vote of a majority of the directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

     3.4) Board  Meeting;  Place and Notice.  Meetings of the Board of Directors
may be held  from  time to time at any  place  within  or  without  the State of
Delaware  that  the  Board  of  Directors  may  designate.  In  the  absence  of
designation  by the  Board of  Directors,  Board  meetings  shall be held at the
principal  executive  office  of the  corporation,  except  as may be  otherwise
unanimously  agreed orally,  or in writing,  or by attendance.  Any director may
call a Board  meeting by giving  notice to all directors of the date and time of
the meeting,  which notice shall be given in sufficient  time for the convenient
assembly of the directors thereat.  The notice need not state the purpose of the
meeting,  and may be given by mail,  telephone,  telegram,  or in  person.  If a
meeting  schedule  is adopted  by the Board,  or if the date and time of a Board
meeting has been announced at a previous meeting, no notice is required.

     3.5)  Compensation.  Directors  and members of any  committee  of the Board
shall receive only such compensation  therefor as may be determined from time to
time by resolution of the Board of Directors.  Nothing herein contained shall be
construed to exclude any  director  from  serving the  corporation  in any other
capacity and receiving proper compensation therefor.
<PAGE>
     3.6)  Committees  of the Board.  The Board of Directors  may, by resolution
passed by a majority of the whole Board, designate one or more committees,  each
to  consist  of one or  more of the  directors,  each of  which,  to the  extent
provided in such  resolution,  shall have and may exercise the  authority of the
Board in the  management of the business of the  corporation,  and may authorize
the seal of the corporation to be affixed to all papers which may require it. In
the  absence  or  disqualification  of a member of a  committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not such  member or members  constitute  a quorum,  may  unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such absent or disqualified member.

     3.7) Order of Business.  The suggested  order of business at any meeting of
the Board of Directors  shall, to the extent  appropriate and unless modified by
the presiding chairman, be:

                  (a)      Roll call
                  (b)      Proof of due notice of meeting or waiver of notice,
                              or unanimous presence and declaration by President
                  (c)      Determination of existence of quorum
                  (d)      Reading and disposal of any unapproved minutes
                  (e)      Reports of officers and committees
                  (f)      Election of officers
                  (g)      Unfinished business
                  (h)      New business
                  (i)      Adjournment.

                                   ARTICLE 4.

                                    OFFICERS

     4.1)  Number  and  Designation.  The  Board  of  Directors  shall  elect  a
President,  a Secretary and a Treasurer,  and may elect or appoint a Chairman of
the Board,  one or more Vice Presidents and such other officers and agents as it
may from time to time  determine.  Any number of offices may be held by the same
person.

     4.2) Election, Term of Office and Qualifications. Unless otherwise provided
at the time of election or  appointment,  each  officer  shall hold office until
such officer's successor is elected or appointed and shall qualify or until such
officer's earlier death or resignation;  provided, however, that any officer may
be removed with or without  cause by the  affirmative  vote of a majority of the
entire Board of Directors (without prejudice, however, to any contract rights of
such officer).

     4.3)  Vacancies  in  Offices.  If there be a vacancy  in any  office of the
corporation, by reason of death, resignation, removal or otherwise, such vacancy
may be filled for the unexpired term by the Board of Directors.
<PAGE>
     4.4) Chairman of the Board.  The Board of Directors may, in its discretion,
elect  one of its  number as  Chairman  of the  Board.  Unless  the Board  shall
otherwise decide, the Chairman shall preside at all meetings of the stockholders
and of the Board and shall exercise  general  supervision and direction over the
more  significant  matters of policy  affecting the affairs of the  corporation,
including  particularly  its financial and fiscal  affairs.  The Chairman of the
Board may call a meeting of the Board whenever the Chairman deems it advisable.

     4.5) President.  The President shall have general active  management of the
business of the  corporation.  In the absence of the Chairman of the Board,  the
President  shall  preside  at all  meetings  of the  stockholders  and  Board of
Directors.  Unless otherwise determined by the Board of Directors, the President
shall be the chief  executive  officer of the corporation and shall see that all
orders and resolutions are carried into effect.  The President shall be a member
of all standing  committees and shall perform all duties usually incident to the
office of  President  and such other duties as may from time to time be assigned
to the President by the Board.

     4.6) Vice  President.  Each Vice President shall have such powers and shall
perform such duties as may be specified  in these  Bylaws or  prescribed  by the
Board of Directors. In the event of absence or disability of the President,  the
Board of Directors may designate a Vice President or Vice  Presidents to succeed
to the powers and duties of the President  until a successor  President has been
appointed and qualified.

     4.7)  Secretary.  The Secretary  shall be secretary of and shall attend all
meetings of the stockholders and Board of Directors.  The Secretary shall act as
clerk and shall record all the  proceedings  of such meetings in the minute book
of the  corporation.  The  Secretary  shall give  proper  notice of  meetings of
stockholders  and directors.  The Secretary may, with the Chairman of the Board,
President or Vice President,  sign all certificates  representing  shares of the
corporation  and shall perform the duties  usually  incident to the  Secretary's
office and such other duties as may be prescribed by the Board of Directors from
time to time.

     4.8) Treasurer. The Treasurer shall keep accurate accounts of all moneys of
the corporation received or disbursed,  and shall deposit all moneys, drafts and
checks in the name of and to the  credit of the  corporation  in such  banks and
depositories  as the Board of Directors  shall  designate from time to time. The
Treasurer  shall have power to endorse for deposit the funds of the  corporation
as  authorized  by the Board of  Directors.  The  Treasurer  shall render to the
Chairman of the Board, President and the Board of Directors,  whenever required,
an account of all of the Treasurer's transactions as Treasurer and statements of
the financial condition of the corporation, and shall perform the duties usually
incident to such office and such other duties as may be  prescribed by the Board
of Directors from time to time.

     4.9)  Other  Officers.  The  Board of  Directors  may  appoint  one or more
Assistant  Secretaries,  one  or  more  Assistant  Treasurers,  and  such  other
officers,  agents and employees as the Board may deem  advisable.  Each officer,
agent or employee so  appointed  shall hold office at the  pleasure of the Board
and shall  perform such duties as may be assigned by the Board,  Chairman of the
Board or President.
<PAGE>
                                   ARTICLE 5.

                            SHARES AND THEIR TRANSFER

     5.1)  Certificates of Stock.  Every owner of stock of the corporation shall
be  entitled  to a  certificate,  in such  form as the  Board of  Directors  may
prescribe,  certifying the number of shares of stock of the corporation owned by
such stockholder.  The certificates for such stock shall be numbered (separately
for each  class) in the order in which  they shall be issued and shall be signed
in the name of the corporation by the Chairman of the Board, President or a Vice
President,  and by the Secretary,  Assistant Secretary,  Treasurer, or Assistant
Treasurer. Any signature upon a certificate may be a facsimile.  Certificates on
which a facsimile  signature of a former  officer,  transfer agent, or registrar
appears  may be issued  with the same  effect as if such person were an officer,
transfer agent, or registrar on the date of issue.

     5.2) Stock Record. As used in these Bylaws,  the term  "stockholder"  shall
mean the person, firm or corporation in whose name outstanding shares of capital
stock of the corporation  are currently  registered on the stock record books of
the corporation.  The corporation shall keep, at its principal  executive office
or at another place or places within the United States  determined by the Board,
a share  register not more than one year old  containing the names and addresses
of the  stockholders  and  the  number  and  classes  of  shares  held  by  each
stockholder.  The corporation shall also keep at its principal  executive office
or at another place or places within the United States  determined by the Board,
a record of the dates on which  certificates  representing  shares were  issued.
Every certificate  surrendered to the corporation for exchange or transfer shall
be cancelled and no new certificate or certificates  shall be issued in exchange
for any existing  certificate until such existing certificate shall have been so
cancelled (except as provided for in Section 5.4 of this Article 5).

     5.3) Transfer of Shares. Transfer of shares on the books of the corporation
may be  authorized  only by the  stockholder  named in the  certificate  (or the
stockholder's legal representative or duly authorized attorney-in-fact) and upon
surrender for  cancellation of the certificate or certificates  for such shares.
The  stockholder  in  whose  name  shares  of stock  stand  on the  books of the
corporation  shall be deemed the owner  thereof for all  purposes as regards the
corporation;  provided,  that  when  any  transfer  of  shares  shall be made as
collateral  security and not absolutely,  such fact, if known to the corporation
or to the transfer  agent,  shall be so expressed in the entry of transfer;  and
provided, further, that the Board of Directors may establish a procedure whereby
a stockholder may certify that all or a portion of the shares  registered in the
name of the  stockholder  are held  for the  account  of one or more  beneficial
owners.

     5.4)  Lost  Certificates.  In  the  event  any  stockholder  claims  that a
certificate of stock has been lost, stolen or destroyed, a duplicate certificate
may be issued in place  thereof,  upon such terms,  including  receipt of a bond
sufficient  to  indemnify  the  corporation  against  any claim that may be made
against  it on  account  of the  alleged  loss,  theft  or  destruction  of such
certificate, as the Board of Directors may prescribe.
<PAGE>
     5.5)  Treasury  Stock.  Treasury  stock  shall  be held by the  corporation
subject to disposal by the Board of  Directors in  accordance  with the Delaware
General  Corporation Law, the Certificate of Incorporation and these Bylaws, and
shall not have voting rights nor participate in dividends.


                                   ARTICLE 6.

                               GENERAL PROVISIONS

     6.1) Record  Dates.  In order to  determine  the  stockholders  entitled to
notice of and to vote at a meeting, or entitled to receive payment of a dividend
or other distribution,  the Board of Directors may fix a record date which shall
not be less than ten (10) days nor more than sixty (60) days  preceding the date
of such  meeting or  distribution.  In the  absence of action by the Board,  the
record date for determining  stockholders entitled to notice of and to vote at a
meeting  shall be at the close of business on the day preceding the day on which
notice is given,  and the record date for determining  stockholders  entitled to
receive a distribution shall be at the close of business on the day on which the
Board of Directors authorizes such distribution.

     6.2) Dividends.  Subject to the provisions of law and of the Certificate of
Incorporation, the Board of Directors may declare dividends from the surplus or,
if there is no surplus,  the net profits of the corporation whenever and in such
amounts as, in its  opinion,  the  condition  of the affairs of the  corporation
shall render it advisable.

     6.3) Surplus and Reserves.  Subject to the  provisions of law, the Board of
Directors in its  discretion  may use and apply any of the capital or surplus of
the corporation to purchase or acquire any of the shares of the capital stock of
the corporation in accordance with law, or any of its bonds, debentures,  notes,
scrip or other securities or evidences of indebtedness, or from time to time may
set aside  from its  surplus  or net  profits  such sums as it, in its  absolute
discretion,  may think proper as a reserve fund to meet  contingencies,  for the
purpose  of   maintaining   or  increasing  the  property  or  business  of  the
corporation,  or for any  other  purpose  it may  think  conducive  to the  best
interests of the corporation.

     6.4) Fiscal Year. The fiscal year of the  corporation  shall be established
by the Board of Directors.

     6.5) Seal. The  corporation  shall have such corporate seal or no corporate
seal as the Board of Directors shall from time to time determine.

     6.6) Securities of Other Corporations.

                  (a)  Voting   Securities  Held  by  the  Corporation.   Unless
otherwise ordered by the Board of Directors, the President shall have full power
and  authority  on behalf of the  corporation  (i) to attend  and to vote at any
meeting of security holders of other companies in which the corporation may hold
securities;  (ii) to execute any proxy for such meeting;  and (iii) to execute a
written action in lieu of a meeting of such other company.  At such meeting,  by
such proxy or by such writing in lieu of meeting,  the  President  shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities  that the  corporation  might have  possessed and exercised if it had
been present.  The Board of Directors may, from time to time, confer like powers
upon any other person or persons.
<PAGE>

                  (b) Purchase and Sale of Securities.  Unless otherwise ordered
by the Board of Directors,  the President shall have full power and authority on
behalf of the  corporation to purchase,  sell,  transfer or encumber any and all
securities  of any other company owned by the  corporation  which  represent not
more than ten percent (10%) of the outstanding securities of such other company,
and may execute and deliver such  documents  as may be  necessary to  effectuate
such purchase,  sale, transfer or encumbrance.  The Board of Directors may, from
time to time, confer like powers upon any other person or persons.


                                   ARTICLE 7.

                                    MEETINGS

     7.1) Waiver of Notice.  Whenever  any notice  whatsoever  is required to be
given by these Bylaws,  the Certificate of  Incorporation  or any of the laws of
the State of  Delaware,  a waiver  thereof in  writing,  signed by the person or
persons  entitled  to such  notice,  whether  before  or after  the time  stated
therein, shall be deemed equivalent to the actual required notice. Attendance by
a person at a meeting shall constitute a waiver of notice of such meeting except
when the person  attends a meeting for the express  purpose of  objecting at the
beginning of the meeting to the transaction of any business  because the meeting
is not lawfully called or convened.

     7.2)  Participation  by  Conference  Telephone.  Members  of the  Board  of
Directors,  or any  committee  designated  by the Board,  may  participate  in a
meeting of the Board of  Directors or of such  committee by means of  conference
telephone or similar communications  equipment whereby all persons participating
in the meeting can hear and communicate with each other, and  participation in a
meeting  pursuant to this Section  shall  constitute  presence in person at such
meeting.

     7.3) Consents. Any action of the Board of Directors or any committee of the
Board which may be taken at a meeting thereof, may be taken without a meeting if
authorized by a writing  signed by all of the directors or by all of the members
of such  committee,  as the  case  may be.  No  action  shall  be  taken  by the
stockholders by written consent without a meeting.

<PAGE>

                                   ARTICLE 8.

                                   AMENDMENTS

     8.1)  Power to Amend.  The Board of  Directors  shall  have power to amend,
repeal or adopt Bylaws,  subject to the power of the  stockholders  to change or
repeal such Bylaws and subject to any other limitations on such authority of the
Board provided by the General Corporation Law of Delaware.

     The undersigned,  Secretary of Sunrise  International  Leasing  Corporation
hereby  certifies  that the foregoing  Bylaws were duly adopted as the Bylaws of
the corporation by the first Board of Directors on August 28, 1997.


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