PROMISSORY NOTE EXTENSION AGREEMENT


         This Promissory Note Extension Agreement is entered into effective this
first  day of  October,  1996 by and  between  Sunrise  Leasing  Corporation,  a
Minnesota  corporation,  and Sunrise  Resources,  Inc., a Minnesota  corporation
(collectively  "Borrower")  and First  Bank  National  Association,  a  national
banking association ("Bank").

                                    RECITALS

         FIRST. Pursuant to an Amended and Restated Credit Agreement dated as of
April 1, 1996,  the  Borrower  executed  and  delivered to the Bank a promissory
note, in the original principal amount of $25,000,000 (the "Note").

         SECOND. Pursuant to the terms of the Note, it became due and payable on
September  30, 1996.  The Borrower has applied to the Bank for and  extension of
the  stated  maturity  date of the Note and the Bank has agreed to so extend the
Note subject to the terms and conditions hereof.

         NOW  THEREFORE,  and in  consideration  of the  extension of the stated
maturity  date of the  Note,  the  mutual  covenants,  promises  and  agreements
contained  herein and other good and  valuable  consideration  the  receipt  and
sufficiency of which are hereby acknowledged. The Borrower and the Bank agree as
follows:

         1.       The  stated  maturity  of  the  Note  is  hereby  extended  to
                  September 30, 1997 at which date all outstanding principal and
                  accrued interest of the Note shall be due and payable in full.

         2.       The  Borrower  affirms that the  outstanding  principal on the
                  Note as of the date  hereof is the sum of  $24,584,785.83  and
                  warrants  and  represents  to the Bank  that the  Note,  as so
                  extended,  hereby, is the legal,  valid and binding obligation
                  of the Borrower enforceable against the Borrower in accordance
                  with its terms and is not subject to any defense, counterclaim
                  or right of offset.

         3.       The  Borrower  consents to the  personal  jurisdiction  of the
                  state and federal  courts located in the State of Minnesota in
                  connection  with  any  controversy  related  to  the  Note  as
                  extended hereby, waives any argument that venue in such forums
                  is not convenient and agrees that any litigation instigated by
                  the  Borrower  against  the Bank in  connection  with the Note
                  shall be venued  either  in the  district  courts of  Hennepin
                  County,  Minnesota or the United States District Court for the
                  District of Minnesota, Fourth Division.

         4.       The Note as extended  hereby  shall be continued to be secured
                  by the security interest granted by Borrowers  pursuant to the
                  Security  Agreement  dated April 1, 1996,  all without loss of
                  lien or priority.


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         5.       Accept as  expressly  modified or amended  herein,  all of the
                  terms and  provisions  of the Note shall  remain in full force
                  and effect as set forth therein.

         IN WITNESS  WHEREOF,  the Borrower and Bank cause this  Agreement to be
executed  by the  duly  authorized  officers  the day and the year  first  above
written.


                                     SUNRISE LEASING CORPORATION


                                     By /s/ Barry J. Schwach
                                      Its Chief Financial Officer



                                     SUNRISE RESOURCES, INC.


                                     By /s/ Barry J. Schwach
                                      Its Chief Financial Officer



                                    FIRST BANK NATIONAL
                                         ASSOCIATION


                                    By /s/ Mark McDonald
                                     Its Vice President