SUNRISE RESOURCES, INC.
                           INCENTIVE COMPENSATION PLAN

Objective

The objective of the Sunrise Resources  Incentive  Compensation Plan (ICP) is to
provide  additional   compensation  to  those  employees  identified  by  senior
management  which will assist the company in attaining  both short term and long
term goals.

Scope

It is the  philosophy of the Company to provide some level of incentive  payment
to all  employees  as a means to reward and retain a  competent  staff.  Various
levels of incentive  payment is made to these  employees  based upon their grade
level, and importance of the job in the company's financial performance.

Term and Approval

The ICP  program  will be set each fiscal  year by senior  management,  with any
proposed changes, and presented to the Board of Directors for final approval.

Payment

All payments  under this ICP program  will be paid in the 1st quarter  following
each fiscal year as determined by senior management.

Eligibility

All  full-time  employees,  except  commissioned  employees  covered  by another
program,  are eligible.  Individuals must be employed on the first and last days
of the fiscal  year with no break in  service,  and must be employed on the date
payments are made under the program, unless other arrangements have been made in
writing and approved by the Company's President and Chief Executive Officer.

Award levels

Awards  will be made to the  employees  covered  under  this  plan,  based  upon
predetermined  financial goals of the company,  and the employees  latest Annual
Performance Rating ( See Sunrise Resources  Performance  Appraisal ). Objectives
and levels of  performance  will be  summarized  on the Sunrise  Resources  Pool
Objectives  Form.  Actual results will be  interpolated on the Form to establish
actual  payments.  No awards  will be made for  personal  objectives  unless the
Company achieves it's annual objectives as defined on the Sunrise Resources Pool
Objectives Forms.

<PAGE>

Award Pools

Each year,  management  will  establish  five bonus pools based upon job levels,
established minimum targets, and maximum cash payments expressed as a percentage
of the pool's combined base salaries in place at the end of each fiscal year.


        Non- Management  Pool- maximum of 10% of base salaries.  (See exhibit A)
This pool consists of personnel considered support,  non-management employees. A
single 10% payment will be made only if the company  achieves it's annual income
before tax budget  including bonus accrual,  approved by the board of directors,
and each individual has an Annual Performance Rating of no less than 3.5.

        Middle Management Pool- maximum of 20% of base salaries. (See Exhibit B)
This pool consists of personnel  considered middle management.  A payment of 50%
of the award level will be paid only if the company  achieves it's annual income
before tax budget  including bonus accrual,  approved by the board of directors,
and an  additional  payment  of 50% of the award  level will be made only if the
individual has an Annual Performance rating of no less than 3.5.

        Senior Management Pool- maximum of 40% of base salaries.  (See exhibit C
and D) This pool consists of senior  management  department heads. For non-sales
department  heads,  a payment of 50% of the award level will be made only if the
company  achieves it's annual income before tax budget  including bonus accrual,
approved by the board of directors.  An  additional  payment of 50% of the award
level will be made only if the individual has an Annual Performance rating of no
less than 3.5.

        For sales department  heads, a payment of 60% of the award level will be
made only if the company achieves it's annual income before tax budget including
bonus  accrual,  approved by the board of directors.  An  additional  20% of the
award  level  payment  will be made only if the  Company  achieves  it's  annual
revenue budget from SLC and ILC business and approved by the board of directors.
20% of the award  level  will be paid  based upon the  individual  attaining  an
Annual Performance rating of no less than 3.5.

        Executive Management Pool- maximum of 75% of base salaries. (See exhibit
E) This pool consists of the President/ CEO and other individuals  identified by
the board of directors. A payment of 75% of the award level will be made only if
the  company  achieves  it's annual  income  before tax budget  including  bonus
accrual,  approved by the board of directors. A payment of 25% of the award will
be  made  based  upon  non-financial  objectives  established  by the  board  of
directors, and the degree to which they have been met.

<PAGE>

        Discretionary  Bonus  Pool- In the event the Company  achieves  earnings
greater  than it's annual  income  before tax budget  including  bonus  accrual,
approved by the board of directors,  senior management and executive  management
will be eligible for a discretionary  bonus.  In the event the Company  achieves
less than it's annual income before tax budget including bonus accrual, approved
by the board of directors,  the board of directors  retains the ability to award
discretionary bonus payments they believe to be appropriate.

Annual  Income  Before Tax is defined  as the  budget  approved  by the board of
directors, including applicable accrual for bonuses to be paid.





<PAGE>

                                   (EXHIBIT A)
                SUNRISE RESOURCES POOL OBJECTIVES FOR FISCAL 1997

Pool name  Non-Management

Total Salaries for Participants $  356,436.00    

Anticipated maximum bonus to be paid  $  35,644.00

                                     TARGETS

                    Minimum           Medium            Maximum

  Opportunity          5 %             7.5 %              10%

  Projected Value   $                 $                 $
                    -------           ------            -------     

  Actual Value      $                 $                 $
                    -------           ------            -------


<TABLE>
<CAPTION>

Objective Description               Weight           Threshold         Target           Maximum          Actual     Incentive Earned
<S>                                   <C>             <C>             <C>              <C>               <C>           <C>

1)  Income Before Tax                 100%            6,000,000       6,355,000        6,710,000                       $

2)  & 3.5 or + Perf. Rating                            met             met               met

3)                                       %

4)                                       %

5)                                       %

Financial Objectives Include Bonus Accrual                                              Total Incentive               $
</TABLE>




Goal Approval  /s/ Errol Carlstrom             /s/ Thomas R. King            
              President & CEO                   Board of Directors         
Date:  10/24/96                                Date  

Award Approval                                 /s/ Thomas R. King
              President & CEO                  Board of Directors          
              Date                             Date

<PAGE>
 

                           N0N-MANAGEMENT ELIGIBLE EMPLOYEES





Alex Stamson

Sophia Schwartz

George Ramsburg

Susan Bowman

Kelly Pottratz

Lynn Showalter

Rick Quinlan

Anna Miller

Todd Baumgartner

Trent Waite

JoAnn Lighten

Kerri Hanvelt

Dianne MacKenzie





<PAGE>


                                   (EXHIBIT B)
             SUNRISE RESOURCES POOL OBJECTIVES FOR FISCAL YEAR 1997

Pool name  Middle Management

Total Salaries for Participants       $  402,075.00                           
Anticipated maximum bonus to be paid   $  80,415.00

                                    TARGETS

                    Minimum           Medium            Maximum

  Opportunity          10 %             15 %              20%

  Projected Value   $                 $                 $
                    -------           ------            -------     

  Actual Value      $                 $                 $
                    -------           ------            -------


<TABLE>
<CAPTION>

Objective Description               Weight           Threshold         Target           Maximum          Actual     Incentive Earned
<S>                                   <C>             <C>             <C>              <C>               <C>           <C>

1)  Income Before Tax                  50%            6,000,000       6,355,000        6,710,000                       $

2)  & 3.5 or + Perf. Rating            50%             met             met               met

3)                                       %

4)                                       %

5)                                       %

Financial Objectives Include Bonus Accrual                                              Total Incentive               $
</TABLE>




Goal Approval  /s/ Errol Carlstrom             /s/ Thomas R. King            
              President & CEO                   Board of Directors         
Date:  10/24/96                                Date  

Award Approval                                 /s/ Thomas R. King
              President & CEO                  Board of Directors          
              Date                             Date


<PAGE>


                      MIDDLE MANAGEMENT ELIGIBLE EMPLOYEES



Bruce Gravelle

Carrie Halvorson

Dan Cadwell

Rich Reamer

Paul Wotta

Susan Vik

Terri Bond

Joann Cross

Sandy Kleis





<PAGE>


                                   (EXHIBIT C)
             SUNRISE RESOURCES POOL OBJECTIVES FOR FISCAL YEAR 1997

Pool name  Senior Management-Non Sales

Total Salaries for Participants       $  222,000.00                           
Anticipated maximum bonus to be paid  $   88,800.00

                                  TARGETS

                    Minimum           Medium            Maximum

  Opportunity          20 %             30 %              40%

  Projected Value   $                 $                 $
                    -------           ------            -------     

  Actual Value      $                 $                 $
                    -------           ------            -------


<TABLE>
<CAPTION>

Objective Description               Weight           Threshold         Target           Maximum          Actual     Incentive Earned
<S>                                   <C>             <C>             <C>              <C>               <C>           <C>

1)  Income Before Tax                  50%            6,000,000       6,355,000        6,710,000                       $

2)  & 3.5 or + Perf. Rating            50%             met             met               met

3)                                       %

4)                                       %

5)                                       %

Financial Objectives Include Bonus Accrual                                              Total Incentive               $
</TABLE>




Goal Approval  /s/ Errol Carlstrom             /s/ Thomas R. King          
              President & CEO                   Board of Directors         
Date:  10/24/96                                Date  

Award Approval                                 /s/ Thomas R. King
              President & CEO                  Board of Directors          
              Date                             Date


<PAGE>


                 SENIOR MANAGEMENT -NON SALES ELIGIBLE EMPLOYEES



Brad Pike

Barry Schwach





<PAGE>


                                   (EXHIBIT D)
             SUNRISE RESOURCES POOL OBJECTIVES FOR FISCAL YEAR 1997

Pool name  Senior Management-Sales

Total Salaries for Participants       $  252,000.00

Anticipated maximum bonus to be paid  $  100,800.00
 
                                 TARGETS

                    Minimum           Medium            Maximum

  Opportunity          20 %             30 %              40%

  Projected Value   $                 $                 $
                    -------           ------            -------     

  Actual Value      $                 $                 $
                    -------           ------            -------


<TABLE>
<CAPTION>

Objective Description               Weight           Threshold         Target           Maximum          Actual     Incentive Earned
<S>                                   <C>             <C>            <C>              <C>               <C>           <C>

1)  Income Before Tax                  60%            6,000,000       6,355,000        6,710,000                       $

2)  SLC/ILC Total Revenue              20%           40,000,000      43,270,000       46,540,000

3)  & 3.5 or + Perf. Rating            20%             met             met               met

4)                                       %

5)                                       %

Financial Objectives Include Bonus Accrual                                              Total Incentive               $
</TABLE>




Goal Approval  /s/ Errol Carlstrom             /s/ Thomas R. King              
              President & CEO                   Board of Directors         
Date:  10/24/96                                Date  

Award Approval                                 /s/ Thomas R. King
              President & CEO                  Board of Directors          
              Date                             Date


<PAGE>


                   SENIOR MANAGEMENT-SALES ELIGIBLE EMPLOYEES


Dana Prescott

Bill King



<PAGE>



                                   (EXHIBIT E)
             SUNRISE RESOURCES POOL OBJECTIVES FOR FISCAL YEAR 1997

Pool name  Executive Management

Total Salaries for Participants         $   200,000.00                        
Anticipated maximum bonus to be paid    $   150,000.00

                                   TARGETS

                    Minimum           Medium            Maximum

  Opportunity          25 %             50 %              75%

  Projected Value   $                 $                 $
                    -------           ------            -------     

  Actual Value      $                 $                 $
                    -------           ------            -------


<TABLE>
<CAPTION>

Objective Description               Weight           Threshold         Target           Maximum          Actual     Incentive Earned
<S>                                   <C>             <C>            <C>              <C>               <C>           <C>

1)  Income Before Tax                  75%            6,000,000       6,355,000        6,710,000                       $

2)  Personal Objectives                25%             met             met              met

3)                                       %

4)                                       %

5)                                       %

Financial Objectives Include Bonus Accrual                                              Total Incentive               $
</TABLE>




Goal Approval  /s/ Errol Carlstrom            
              President & CEO                  Board of Directors         
Date:  10/24/96                                Date  

Award Approval                                
              President & CEO                  Board of Directors          
              Date                             Date

<PAGE>


                  EXECUTIVE MANAGEMENT ELIGIBLE EMPLOYEES





Errol Carlstrom