AGREEMENT


Effective Date:  June 23, 1998


Parties:

         Sunrise International Leasing Corporation ("Sunrise" or  the "Company")
         5500 Wayzata Blvd., Suite 725
         Golden Valley, Minnesota  55416

         Peter J. King                                                  ("King")
         The King Management Corporation
         5500 Wayzata Blvd., Suite #750
         Golden Valley, MN  55416

         The King Management Corporation                     ("King Management")
         5500 Wayzata Blvd., Suite #750
         Golden Valley, MN  55416


Recitals:

         A.  Sunrise is a public  company  engaged  primarily in the business of
leasing computer equipment.

         B. King has  unique  experience,  skill and  expertise  in the  leasing
business,  especially in the development of vendor leasing programs and business
strategies.

         C. King Management is a private corporation doing business in the State
of Minnesota,  and is a  well-financed  company with experience and expertise in
all aspects of the equipment leasing business.

         D.  Sunrise's  1997  annual  report  on Form  10-K  identified  certain
liquidity  problems  which,  if they had  materialized,  would  have  placed the
Company in default of its loan  agreements and would have severely  affected its
ability to borrow funds to support its vendor  programs  which,  in turn,  would
have jeopardized its vendor program business.

         E. In June 1997,  Sunrise  appointed King as its Chairman of the Board.
In May 1998,  King also was appointed  Chief  Executive  Officer  ("CEO") of the
Company.

         F. Since June 16, 1997,  King  Management has provided  Sunrise certain
financial and other services pursuant to an agreement dated as of the same date.


<PAGE>

         G. King Management has  participated  with Sunrise in Sunrise's  vendor
programs and has provided  substantial  assistance to Sunrise in financing  such
programs.

         H. The parties  believe it is in the best  interests  of the Company to
continue  their  working   relationship  and  are  desirous  of  extending  such
relationship  through June 30, 2000,  and  amending  their  agreement in various
other respects.


Agreement:

         In  consideration  of the mutual covenants  contained  herein,  and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

 1.       Peter King

          a.      Capacity.  Peter King has  previously  been  appointed  by the
                  Sunrise  Board of Directors to serve as Sunrise's  Chairman of
                  the Board and CEO, and as such will  continue to be an officer
                  and  employee of Sunrise.  In his service as Chairman and CEO,
                  King  will  report  to and be  subject  to  the  direction  of
                  Sunrise's Board of Directors.

          b.      Duties.   King's  duties  will  be  those  duties  customarily
                  performed by a Chairman and CEO. King's  responsibilities will
                  be  related  to  the  general  management  of  the  day-to-day
                  business  affairs of Sunrise and  presiding at all meetings of
                  the Board of Directors and shareholders of Sunrise.

          c.      Term.  King's  employment as CEO will continue  until June 30,
                  2000,  and shall  continue  thereafter  subject  to the mutual
                  agreement  of  both  parties.   The   termination   of  King's
                  employment as CEO will not affect King's service as a director
                  of Sunrise,  which is subject to shareholder  approval, or his
                  service as Chairman, which is subject to the discretion of the
                  Board of Directors.

         d.       Compensation. Effective April 1, 1998, Peter King will receive
                  a salary  equal  to  $200,000  a year,  subject  to the  usual
                  payroll  deductions,  payable in accordance with the Company's
                  normal  payroll  practices.  Mr.  King  will  receive,  in his
                  discretion,  those additional benefits which the Company makes
                  available to officers. In addition,  Mr. King will be granted,
                  effective  as of June 23,  1998,  two  separate  non-qualified
                  options to purchase  the  Company's  Common  Stock.  The first
                  option  is  immediately  exercisable  in full and  will  cover
                  250,000 shares and is granted in  consideration  of Mr. King's
                  willingness to assume the  responsibilities  and duties as CEO
                  of the Company.  The option term will be ten years and will be
                  exercisable  at a price of $3.25 per share.  The second option
                  will  cover  400,000  shares  and  will  be  a  "cliff-vesting
                  option."  Vesting will be accelerated in increments of 125,000
                  shares,  125,000  shares and  150,000  shares when the average
                  closing price of the  Company's  Common Stock over a period of
                  ten business  days, as determined by reference to the National
                  Market System,  attains $5.00, $6.00 and $7.00,  respectively.
                  The  term of this  option  will be  seven  years  and  will be
                  exercisable at a price of $3.25 per share. The options will be
                  evidenced by formal option agreements.


<PAGE>

 2.      The King  Management  Corporation.  King  Management  will  continue to
         provide the following benefits and services to Sunrise through the term
         of this Agreement:

         a.       provide  sufficient  subordinated debt to Sunrise to cover any
                  net worth  financial  covenant  deficiency,  if  necessary  to
                  obtain funding for its vendor programs;

         b.       utilize  the balance  sheet and  borrowing  resources  of King
                  Management  to provide  funding for  approved  Sunrise  vendor
                  programs,  including  making direct loans,  providing  certain
                  subordinations  and arranging  financing packages by utilizing
                  King Management's balance sheet, if necessary; and

         c.       King  Management will work closely with the Company to enhance
                  the Company's future prospects, including, but not limited to,
                  generally assisting the Company to finance its vendor business
                  until June 30, 2000. Direct financing provided to Sunrise will
                  be at  terms at least as  favorable  as those  which  could be
                  obtained from other sources.

 3.      Access to the Other Party's  Employees.  King  Management  has provided
         Sunrise  access  to five of its  employees  who,  since  April 1,  have
         devoted  varying  amounts  of time to  Sunrise  matters.  Two of  those
         employees, Jeffrey Jacobsen and James Teal, became employees of Sunrise
         as of June 23,  1998.  The other  three  employees  continue to be King
         Management  employees  working on Sunrise  matters  with the consent of
         Sunrise. King Management employees providing services to Sunrise may be
         changed from time to time, but only with the prior approval of Sunrise.
         Sunrise retains the ongoing right to discontinue  using the services of
         any or all  King  Management  employees  upon  90 days  notice  to King
         Management.

         From time to time,  King  Management may also seek to use the expertise
         and  services of Sunrise  employees,  and Sunrise  agrees to permit the
         reasonable  use of such  employees,  subject to the condition  that the
         business of Sunrise is not materially impacted.

 4.      Allocation of Costs of Employees Working for Both Parties.  The Company
         will pay to King  Management on or about July 1, 1998, the  approximate
         sum of  $125,000  to  cover  the  cost of the  services  of  five  King
         Management employees rendering serves to the Company in varying amounts
         from April 1, 1998 through June 30, 1998. On October 1, 1998, and every
         three  months  thereafter,  King  Management  will bill Sunrise for the
         reasonable  costs  related  to the  agreed  services  continuing  to be
         provided  to  Sunrise  by King  Management  employees  in the  previous
         three-month period.

         Without its prior written agreement,  Sunrise assumes no responsibility
         for the payment of any salary, bonuses, personal insurance,  automobile
         expenses  or  other  perquisites  provided  by King  Management  to its
         employees.  However,  as of June 23,  1998,  options  covering  110,000

<PAGE>

         shares  of  Sunrise  Common  Stock  have been  granted  to the two King
         Management  employees  who have become  Sunrise  employees  and options
         covering 17,000 shares of Sunrise Common Stock have been granted to the
         other three King Management employees continuing to provide services to
         Sunrise while employed by King Management.

         In the event that  Sunrise  employees  provide  future  services,  King
         Management will compensate  Sunrise on generally the same terms as King
         Management is being compensated as described above in this Section 4.

5.       Vendor  Program  Sharing.  For the  period  beginning  April  1,  1998,
         continuing  throughout  the  remaining  term  of this  Agreement,  King
         Management  will be  allocated  a  specific  percentage  of the  vendor
         transactions consummated during the term of this Agreement, as follows:
         25% of the Sun  program  and  the Sun  Demo  program  and 25% of  other
         similar high risk leasing programs and risk pools as agreed upon by the
         parties  hereto  from  time to time and 15% of  leases  from all  other
         vendor programs.  King Management agrees to purchase equipment and take
         assignments on vendor lease  transactions up to but not over the agreed
         percentage  levels  described above on a  non-discriminatory  basis and
         subject to the terms and conditions of any and all agreements  with the
         particular   vendor,  as  amended  from  time  to  time.  Sunrise  will
         consummate all lease transactions and make the appropriate  assignments
         to King  Management  to reflect the agreed  sharing  percentages.  King
         Management  will pay for the  equipment it  purchases  according to the
         terms  and  conditions  of  the   applicable   vendor  program  and  be
         responsible for the administration of it own leases.

6.       Non-Solicitation.  During the term of this  Agreement and any extension
         of this Agreement,  neither King Management nor King will, on behalf of
         King  Management,  without the express  written consent of the Company,
         conduct any equipment leasing business with current vendor customers of
         the  Company in the United  States or other areas the parties may agree
         upon or with customers which the Company is soliciting or has expressed
         an interest in soliciting,  except as  contemplated  by this Agreement.
         Neither King  Management nor King will contact such customers  directly
         with respect to vendor program  business with King Management  pursuant
         to this Agreement  without the consent of the Company.  Apart from this
         Agreement,  King understands that as long as he serves as a director or
         an  officer  of the  Company,  he has a duty of  loyalty  to it,  which
         prevents  him from  using his  position  as a  director  or  officer of
         Sunrise to directly profit on Sunrise  business other than as expressly
         agreed pursuant to this Agreement.

         During the term of this  Agreement and any extension  thereof,  neither
         King Management nor King,  will directly or indirectly,  solicit any of
         Sunrise's present or future employees for the purpose of hiring them or
         inducing  them  to  leave  their  employment  with  Sunrise;  and  King
         Management will not hire any Sunrise  employees  without the consent of
         Sunrise nor will King Management solicit, attempt to solicit, interfere
         or attempt to interfere with Sunrise's  relationship with its customers
         or potential customers.


<PAGE>

         Notwithstanding  the  foregoing,  this  Agreement  is not  intended  to
         prohibit  and does not  prohibit  either King  Management  or King from
         engaging  in any form of leasing  business or any other  business.  The
         intent of this Agreement is to ensure that the parties  understand that
         while King Management will  participate in the Company's vendor leasing
         transactions  during  the  term of  this  Agreement  and any  extension
         thereof, the vendor customers with whom the transactions are negotiated
         (as they relate to vendor  programs)  are the  customers of Sunrise and
         not King  Management or King. The Company  understands,  however,  that
         King's  relationships with the several Sunrise vendors precedes that of
         Sunrise  and  nothing  in  this  Agreement   shall  prevent  King  from
         maintaining  and/or expanding those  relationships so long as the terms
         of this Agreement are carried out.

7.       Indemnification

         a.       General.  Sunrise  shall  indemnify  and  hold  harmless  King
                  Management and its directors,  officers, employees and agents,
                  from and against any claims or  actions,  including  all costs
                  and expenses  incident  thereto,  and judgments or settlements
                  arising  therefrom,  by  reason  of any  action  taken by King
                  Management, or its directors,  officers,  employees and agents
                  in  fulfillment  of King  Management's  or King's  obligations
                  under   this   Agreement;    provided,   however,   that   the
                  indemnification provided pursuant to the terms of this Section
                  7a shall not apply in instances in which King Management,  its
                  directors, officers, employees, agents or representatives, are
                  finally  judicially  determined  (i)  not to  have  reasonably
                  believed that they were acting in good faith,  or (ii) to have
                  committed  an  act  or  omission   constituting  fraud,  gross
                  negligence or intentional  wrongdoing.  The Company shall have
                  no further  obligation  to King  Management  or its  employees
                  under the  provisions  of this Section 7a if the  liability or
                  claim of King  Management  or its  employees  has been paid in
                  full by any  insurance  maintained  by King  Management or the
                  Company or any other party.

                  If  Sunrise   employees   provide  future   services  to  King
                  Management,    King   Management   will   provide   the   same
                  indemnification  terms to  Sunrise as  provided  by Sunrise to
                  King Management in the preceding paragraph.

          b.      Further  Agreements.   Sunrise  further  agrees,   unless  its
                  obligations  hereunder  are being  fulfilled  by an  insurance
                  company under the circumstances contemplated in this Section 7
                  hereof:

                  (1)      to defend promptly and  diligently,  at the Company's
                           expense,  any  claim,  action or  proceeding  brought
                           against King Management, or its directors,  officers,
                           employees,   agents  or   representatives,   and  the
                           Company, or any of them, arising out of or connection
                           with any of the  occurrences or events referred to in
                           Section 7a hereof.


<PAGE>

                  (2)      That King  Management,  or its  directors,  officers,
                           employees,  agents  or  representatives  shall not be
                           liable to third parties and shall be indemnified  and
                           held harmless by the Company in respect of any debts,
                           liabilities or obligations  incurred pursuant to this
                           Agreement,  or arising in the reasonable and ordinary
                           course of the Company's  business or by virtue of the
                           management services provided for the Company pursuant
                           to this Agreement.

                  (3)      That all  provisions  of this Section 7 shall survive
                           the expiration or termination of this Agreement.

                  (4)      In  the  event  Sunrise   employees   provide  future
                           services to King Management,  King Management  hereby
                           agrees to the same  covenants made by Sunrise in this
                           Section 7b.


8.       Insurance.

         a.       Insurance to be  Maintained  by Sunrise.  The Company,  at its
                  expense  and at all  times  during  the  initial  term of this
                  Agreement  and  any  extension  thereof,   shall  procure  and
                  maintain   such   insurance   reasonably   requested  by  King
                  Management, if any, which is customary or appropriate to cover
                  risks assumed by King  Management or its employees in carrying
                  out their responsibilities  hereunder. Such insurance shall be
                  written  with  a  reputable  insurance  company  or  companies
                  authorized  to  conduct   business  in   Minnesota.   At  King
                  Management's  request, each insurance policy maintained by the
                  Company  shall  name  King  Management  as a  co-insured,  and
                  contain a provision  requiring the insurance company to notify
                  King Management of any  cancellation.  The Company assumes all
                  risks in  connection  with the  adequacy of any  insurance  or
                  self-insurance program.

         b.       Insurance to be Maintained by King Management. King Management
                  on its own behalf shall maintain such other  insurance as King
                  Management shall deem  appropriate for its protection  against
                  claims,  liabilities  and  losses  which  may be  asserted  or
                  incurred,   arising  in  the   course  of  King   Management's
                  performance or the performance of King Management employees of
                  their duties hereunder; provided, however, that the failure of
                  King Management to obtain  insurance  pursuant to this Section
                  8b shall not be a defense to any claim by King  Management for
                  compensation,   reimbursement  or  indemnification  under  the
                  provisions of this Agreement.

         c.       In the event Sunrise employees provide future services to King
                  Management,  King Management  agrees to maintain the insurance
                  described in Section 8a above,  and Sunrise agrees to maintain
                  the insurance described in Section 8b above.

 9.      Nondisclosure of Confidential  Information and Solicitation -- Sunrise.
         King Management markets and has under development  certain software and
         asset  management  programs  that are not equipment  leasing  programs.
         Because of the  proximity  and  commonality  of certain  customers  and
         potential  customers  that Sunrise does not currently  sell to, Sunrise
         agrees  to keep  confidential  any  information  it  becomes  aware  of
         relative to King Management's businesses,  and agrees not to solicit or
         compete with King in the businesses  that King offers or interfere with
         its business relationships.


<PAGE>

 10.     Nondisclosure of Confidential  Information -- King Management and King.
         King  Management  and King agree not to directly or  indirectly  use or
         disclose confidential  information for the benefit of anyone other than
         the Company,  except as permitted  by the  Software  License  Agreement
         dated  February  13,  1995,   between  the  Company  and  King  Holding
         Corporation.   "Confidential  Information"  means  the  information  or
         compilation  of  information   regarding  Sunrise  that  King  or  King
         Management  learns or has learned or develops or has  developed  during
         the course of their relationship with Sunrise.

11.      Termination.  This  Agreement may be terminated  pursuant to any of the
         following provisions:

         a.       Mutual Agreement. By mutual written agreement executed by both
                  parties.

         b.       Default. By either party,  effective immediately upon delivery
                  of  written  notice to the  other  party,  if the other  party
                  breaches any of its obligations under this Agreement; provided
                  that if such  breach  is  curable,  such  notice  shall not be
                  effective  until the  breaching  party  fails to correct  such
                  breach or  default  within a period of thirty  (30) days after
                  delivery  of  such  written  notice.  If  such  breach  is not
                  curable,  the  Agreement  shall  terminate   immediately  upon
                  delivery of such notice of breach.

         c.       Death or  Disability.  By the Company  upon the death or total
                  disability of King.  However,  a termination of this Agreement
                  will not, in and of itself, affect the options granted to King
                  hereunder  -  King's  options  rights  will be  determined  by
                  applicable  option agreements - nor will it affect the sharing
                  rights of King Management so long as King Management  fulfills
                  the financing obligations of this Agreement.

 12.      General Provisions.

          a.      Severability and Interpretation. In the event that a provision
                  of this  Agreement is held invalid,  the remaining  provisions
                  shall  nonetheless be enforced in accordance with their terms.
                  Further,  in the  event  that  any  provision  is  held  to be
                  overbroad as written,  such provision  shall be deemed amended
                  to narrow its application to the extent  necessary to make the
                  provision enforceable according to applicable law and shall be
                  enforced as amended.

          b.      Notices.  Any notice  required or  permitted to be given under
                  this  Agreement  shall be deemed  effective  when  received if
                  delivered  by hand,  telecopy,  telex or telegram or three (3)
                  days after depositing if placed in the U.S. mails for delivery
                  by registered or certified  mail,  return  receipt  requested,
                  postage prepaid and addressed to the appropriate  party at the
                  address  set forth on the first page of this  Agreement.  Such
                  address may be changed by giving  written  notice to the other
                  party of such different  address pursuant to the provisions of
                  this section.


<PAGE>

          c.      Nonassignment.  Neither King nor King Management shall assign,
                  transfer  or  sell  all or  any  part  of  his/its  rights  or
                  obligations  hereunder  without the prior  consent of Sunrise,
                  which  consent  shall  not  be  unreasonably  withheld.   This
                  Agreement  shall be binding  upon and inure to the  benefit of
                  any  successor  or assignee  of Sunrise  and of any  permitted
                  successors and assigns of King or King  Management as provided
                  above.

          d.      Controlling  Law. This Agreement  shall be deemed to have been
                  made in the State of  Minnesota  and shall be  governed by and
                  construed  in  accordance  with  the  laws  of  the  State  of
                  Minnesota.

          e.      Entire  Agreement.   This  Agreement  constitutes  the  entire
                  Agreement between the parties and supersedes any and all prior
                  and contemporaneous oral or written understandings between the
                  parties  relating to the  subject  matter  hereof,  except the
                  Consulting  and  Noncompetition  Agreement  dated February 13,
                  1995 between Sunrise and King will continue in effect.


         The parties have executed this  Agreement in the manner  appropriate to
each to be effective the day and year entered on the first page hereof.

                                       SUNRISE INTERNATIONAL LEASING CORPORATION


                                       By: /s/ Peter J. King
                                       Its: Chairman of the Board


                                       THE KING MANAGEMENT CORPORATION

 
                                       By:     /s/ Peter J. King
                                       Its Chairman of the Board


                                       /s/ Peter J. King
                                       Peter J. King