SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), made and entered into as of November 26, 1997 is by and between
SUNRISE LEASING CORPORATION, a Minnesota corporation ("SLC"), SUNRISE
INTERNATIONAL LEASING CORPORATION, a Delaware corporation ("SILC"), as successor
by merger to SUNRISE RESOURCES, INC., a Minnesota corporation ("SRI") (SLC and
SILC are collectively referred to as the "Borrower"), and FIRST BANK NATIONAL
ASSOCIATION, a national banking association (the "Lender").

                                    RECITALS

         A. SLC, SRI, as predecessor by merger to SILC, and the Lender are
parties to an Amended and Restated Credit Agreement dated as of April 1, 1996,
as amended by a First Amendment to Amended and Restated Credit Agreement dated
as of October 1, 1996 and First Amendment to Credit Agreement dated as of
September 30, 1997 (as so amended, the "Credit Agreement") which provides for
credit accommodations up to a maximum amount of Twenty Five Million and no/100
Dollars ( $25,000,000.00).

         B. SLC, SRI, as predecessor by merger to SILC, and the Lender are
parties to a Joint Amended and Restated Security Agreement dated as of April 1,
1996 (the "Security Agreement"), pursuant to which SLC and SRI granted security
interests in favor of the Lender in certain of their assets to secure the
indebtedness and obligations arising under the Credit Agreement.

         C.  The  Borrower  and the  Lender  have  agreed  to amend  the  Credit
Agreement upon the terms and conditions herein set forth.

         NOW, THEREFORE, the parties hereto agree as follows:

         Section 1. Certain Defined Terms. Unless otherwise defined herein, each
capitalized term used herein shall have the meaning ascribed thereto in the
Credit Agreement.

         Section 2. Amendment to Credit Agreement. Subject to Section 4 hereof,
the Credit Agreement is amended as follows:

                  (a) The first sentence of Section 4.1 is amended by deleting
         "Minnesota" where it appears therein and substituting "its
         incorporation" therefor.

                  (b) The second sentence of Section 4.4 is amended by deleting
         "December 31, 1995" where it appears therein and substituting "October
         17, 1997" therefor.

                  (c) Section 4.17 is amended in its entirety to read as
         follows:


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                           4.17 Subsidiaries. SILC has no Subsidiaries other
                  than SLC and Sunrise Financial Resources, Inc., a Minnesota
                  corporation. SLC has no Subsidiaries other than Sunrise
                  Funding Corporation I, a Minnesota corporation.

         Section 3.  Default and Waiver.

                  3.1 Maintenance of Corporate Existence; Consolidation; Merger;
         Subsidiaries. Under Section 6.2 of the Credit Agreement, SRI agreed to
         maintain and preserve its corporate existence. Under Section 7.1 of the
         Credit Agreement, SRI agreed not to consolidate or merge into or with
         any other entity. Under Section 7.6 of the Credit Agreement, SRI agreed
         not to permit any material change in the ownership of the Borrower.
         Under Section 7.7 of the Credit Agreement, SRI agreed not to create any
         new subsidiaries. SRI, without the consent of the Lender, (i) changed
         its state of incorporation from Minnesota to Delaware (the "Change of
         State of Incorporation"), (ii) formed a wholly owned subsidiary named
         Sunrise International Leasing Corporation, a Delaware corporation
         ("SILC") (the "Formation of Subsidiary"), (iii) merged SRI into SILC
         (the "Merger"), and (iv) changed its name to Sunrise International
         Leasing Corporation (the "Name Change").

                  3.2 Waiver. The Lender hereby waives compliance by SRI with
         the requirements described in Section 3.1 hereof for the period ending
         on October 17, 1997, and consents to (i) the Change of State of
         Incorporation, (ii) the Formation of Subsidiary, (iii) the Merger and
         (iv) the Name Change. The Borrower agrees that the waivers and consents
         set forth in this Section 3.2 shall be limited to the precise meaning
         of the words as written herein and shall not be deemed (a) to be a
         consent to any waiver or modification of any other term or condition of
         the Credit Agreement, or of any of the terms or conditions described in
         Section 3.1 hereof for any period ending on any date except October 17,
         1997, or (b) to prejudice any right or remedy that the Lender may now
         have or may in the future have under or in connection with the Credit
         Agreement. The Borrower acknowledges and agrees that the waivers and
         consents set forth in this Section 3.2 is provided by the Lender as an
         accommodation to the Borrower. The waivers and consents set forth
         herein shall not be deemed to be, a course of action with respect
         thereto upon which the Borrower may rely in the future, and the
         Borrower hereby expressly waives any claim to such effect.

         Section 4. Conditions to Effectiveness of this Amendment. This
Amendment shall be effective as of October 17, 1997, provided that the Lender
shall receive this Amendment, duly executed by the Borrower and provided further
that the following conditions are satisfied:

                  (a) After giving effect to this Amendment, the representations
         and warranties of the Borrower in Articles 4 and 5 of the Credit
         Agreement shall be true and correct as though made on the date hereof,
         except for changes that are permitted by the terms of such agreement.


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                  (b) No Event of Default or Unmatured Event of Default shall
         have occurred and be continuing.

                  (c) The Lender shall have received the Assumption Agreement
         attached hereto as Exhibit A and dated as of even date herewith (the
         "Assumption Agreement"), duly executed by SILC and acknowledged by SLC,
         and all conditions to the effectiveness thereof shall have been
         satisfied.

         Section 5. Representations, Warranties, Authority, No Adverse Claim.

                  5.1 Reassertion of Representations and Warranties, No Default.
         The Borrower hereby represents that on and as of the date hereof and
         after giving effect to this Amendment and the waiver set forth in
         Section 3.2 hereof, (a) all of the representations and warranties
         contained in the Credit Agreement are true, correct and complete in all
         respects as of the date hereof as though made on and as of such date,
         except for changes permitted by the terms of the Credit Agreement, and
         (b) there will exist no Unmatured Event of Default or Event of Default
         under the Credit Agreement as amended by this Amendment on such date
         which has not been waived by the Lender.

                  5.2 Authority, No Conflict, No Consent Required. The Borrower
         represents and warrants that the Borrower has the power and legal right
         and authority to enter into this Agreement and the Assumption Agreement
         (collectively, the "Amendment Documents") and has duly authorized as
         appropriate the execution and delivery of the Amendment Documents and
         other agreements and documents executed and delivered by the Borrower
         in connection herewith or therewith by proper corporate, and none of
         the Amendment Documents nor the agreements contained herein or therein
         contravene or constitute a default under any agreement, instrument or
         indenture to which the Borrower is a party or a signatory or a
         provision of the Borrower's Certificate of Incorporation, Bylaws or any
         other agreement or requirement of law, or result in the imposition of
         any Lien on any of its property under any agreement binding on or
         applicable to the Borrower or any of its property except, if any, in
         favor of the Lender. The Borrower represents and warrants that no
         consent, approval or authorization of or registration or declaration
         with any Person, including but not limited to any governmental
         authority, is required in connection with the execution and delivery by
         the Borrower of the Amendment Documents or other agreements and
         documents executed and delivered by the Borrower in connection
         therewith or the performance of obligations of the Borrower therein
         described, except for those which the Borrower has obtained or provided
         and as to which the Borrower has delivered certified copies of
         documents evidencing each such action to the Lender.

                  5.3 No Adverse Claim. The Borrower warrants, acknowledges and
         agrees that no events have been taken place and no circumstances exist
         


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<PAGE>



         at the date hereof which would give the Borrower a basis to assert a
         defense, offset or counterclaim to any claim of the Lender with respect
         to the Borrower's obligations under the Credit Agreement as amended by
         this Amendment.

         Section 6. Affirmation of Credit Agreement, Further References,
Affirmation of Security Interest. The Lender and the Borrower each acknowledge
and affirm that the Credit Agreement, as hereby amended, is hereby ratified and
confirmed in all respects and all terms, conditions and provisions of the Credit
Agreement, except as amended by this Amendment, shall remain unmodified and in
full force and effect. All references in any document or instrument to the
Credit Agreement are hereby amended and shall refer to the Credit Agreement as
amended by this Amendment. The Borrower confirms to the Lender that the
Borrower's obligations under the Credit Agreement, as amended by this Amendment,
are and continue to be secured by the security interest granted by the Borrower
in favor of the Lender under the Security Agreement and made by the Borrower in
favor of the Lender, and all of the terms, conditions, provisions, agreements,
requirements, promises, obligations, duties, covenants and representations of
the Borrower under such documents and any and all other documents and agreements
entered into with respect to the obligations under the Credit Agreement are
incorporated herein by reference and are hereby ratified and affirmed in all
respects by the Borrower.

         Section 7. Merger and Integration, Superseding Effect. This Amendment,
from and after the date hereof, embodies the entire agreement and understanding
between the parties hereto and supersedes and has merged into this Amendment all
prior oral and written agreements on the same subjects by and between the
parties hereto with the effect that this Amendment, shall control with respect
to the specific subjects hereof and thereof.

         Section 8. Severability. Whenever possible, each provision of this
Amendment and the other Amendment Documents and any other statement, instrument
or transaction contemplated hereby or thereby or relating hereto or thereto
shall be interpreted in such manner as to be effective, valid and enforceable
under the applicable law of any jurisdiction, but, if any provision of this
Amendment, the other Amendment Documents or any other statement, instrument or
transaction contemplated hereby or thereby or relating hereto or thereto shall
be held to be prohibited, invalid or unenforceable under the applicable law,
such provision shall be ineffective in such jurisdiction only to the extent of
such prohibition, invalidity or unenforceability, without invalidating or
rendering unenforceable the remainder of such provision or the remaining
provisions of this Amendment, the other Amendment Documents or any other
statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto in such jurisdiction, or affecting the effectiveness, validity
or enforceability of such provision in any other jurisdiction.

         Section 9. Successors. The Amendment Documents shall be binding upon
the Borrower and the Lender and their respective successors and assigns, and
shall inure to the benefit of the Borrower and the Lender and the successors and
assigns of the Lender.

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         Section 10. Legal Expenses. The Borrower agrees to reimburse the
Lender, upon execution of this Amendment, for all reasonable out-of-pocket
expenses (including attorneys' fees and legal expenses of Dorsey & Whitney LLP,
counsel for the Lender) incurred in connection with the Credit Agreement,
including in connection with the negotiation, preparation and execution of the
Amendment Documents and all other documents negotiated, prepared and executed in
connection with the Amendment Documents, and in enforcing the obligations of the
Borrower under the Amendment Documents, and to pay and save the Lender harmless
from all liability for, any stamp or other taxes which may be payable with
respect to the execution or delivery of the Amendment Documents, which
obligations of the Borrower shall survive any termination of the Credit
Agreement.

         Section 11. Headings. The headings of various sections of this
Amendment have been inserted for reference only and shall not be deemed to be a
part of this Amendment.

         Section 12. Counterparts. The Amendment Documents may be executed in
several counterparts as deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, provided that all such counterparts shall
be regarded as one and the same document, and either party to the Amendment
Documents may execute any such agreement by executing a counterpart of such
agreement.

         Section 13. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT
OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.


BORROWER:                               SUNRISE LEASING
                                        CORPORATION

                                        By
                                          Its




                                        SUNRISE INTERNATIONAL
                                        LEASING CORPORATION, as
                                        successor by merger to SUNRISE
                                        RESOURCES, INC.


                                        By
                                          Its





                                



LENDER:                                 FIRST BANK NATIONAL
ASSOCIATION



                                        By
                                          Its