THIRD AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT


         This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), made and entered into as of October 30, 1998 is by and between
SUNRISE LEASING CORPORATION, a Minnesota corporation ("SLC"), SUNRISE
INTERNATIONAL LEASING CORPORATION, a Delaware corporation ("SILC") (SLC and SILC
are collectively referred to as the "Borrower"), and U.S. BANK NATIONAL
ASSOCIATION, f/k/a First Bank National Association, a national banking
association (the "Lender").

                                    RECITALS

         A. SLC, 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, as amended by
a First Amendment to Credit Agreement dated as of September 30, 1997 and as
amended by a Second Amendment to Amended and Restated Credit Agreement dated as
of November 26, 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, 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 SILC 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 3 hereof,
the Credit Agreement is amended as follows:

                  2.1 Amended Definitions. Section 1 of the Credit Agreement is
         amended by deleting the definitions of "Advance," "LLC Component," "SLC
         Component," "Tangible Net Worth" and "Termination Date" as they appear
         therein and substituting thereof the following definitions in the
         appropriate alphabetical order:

                           "Advance" any portion of the advances made by the
                  Bank under the Revolving Credit Commitment as to which the
                  Borrowers elected one of the available interest rate
         


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                  options and, if applicable, an Interest Period. An Advance may
                  be maintained as a Eurodollar Rate Advance or a Reference Rate
                  Advance.

                           "Net Worth" means, at any date, the sum of the common
                  stock, preferred stock, additional paid-in capital, and
                  retained earnings of the Borrower (excluding treasury stock),
                  calculated on a consolidated basis.

                           "ILC Component" means the permitted and eligible
                  borrowing available of the ILC portion of the Borrower's
                  business.

                           "SLC Component" means the permitted and eligible
                  borrowing available to the SLC portion of the Borrower's
                  business.

                           "Termination Date" means the earlier of (a) October
                  31, 1999 or (b) the date upon which the obligation of the Bank
                  to make Advances is terminated pursuant to Section 8.2.

                  2.2 Amended Definition of Eligible Lease Section 1 of the
         Credit Agreement is further amended by deleting clause (k) thereof and
         the proviso clause at the end thereof and substituting in lieu thereof
         the following:

                  (k) is assignable, contains monthly or quarterly payments, and
         (i) with respect to Leases in the SLC Component, no payment of rent by
         the lessee of such Lease under any Lease with the Borrower (including
         such Lease) is more than sixty (60) days past due and (ii) with respect
         to Leases in the ILC Component, no payment of rent by the lessee of
         such Lease under any Lease with the Borrower (including such Lease) is
         more than ninety (90) days past due;

         provided, however, unless otherwise approved by the Bank in writing,
         with respect to all Leases made by the Borrower to any particular
         lessee, the Bank will not advance more than $2,500,000 in the aggregate
         upon such Leases to such lessee.

                  2.3 New Definitions. Section 1 of the Credit Agreement is
         further amended by inserting the following new definitions in Section 1
         in the appropriate alphabetical order:

                           "Adjusted Eurodollar Rate": With respect to each
                  Interest Period applicable to a Eurodollar Rate Advance, the
                  rate (rounded upward, if necessary, to the next one hundredth
                  of one percent) determined by dividing the Eurodollar Rate for
                  such Interest Period by 1.00 minus the Eurodollar Reserve
                  Percentage.

                           "Applicable Margin": With respect to:

                           (a) Reference Rate Advances -- 0.00%.

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                           (b) Eurodollar Rate Advances -- 2.00%.

                           "Board": The Board of Governors of the Federal
                  Reserve System or any successor thereto.

                           "Eurodollar Business Day": A Business Day which is
                  also a day for trading by and between banks in United States
                  dollar deposits in the interbank Eurodollar market and a day
                  on which banks are open for business in New York City.

                           "Eurodollar Rate": With respect to each Interest
                  Period applicable to a Eurodollar Rate Advance, the average
                  offered rate for deposits in United States dollars (rounded
                  upward, if necessary, to the nearest 1/16 of 1%) for delivery
                  of such deposits on the first day of such Interest Period, for
                  the number of days in such Interest Period, which appears on
                  the Telerate page 3750 as of 11:00 a.m., London time (or such
                  other time as of which such rate appears) two Eurodollar
                  Business Days prior to the first day of such Interest Period,
                  or the rate for such deposits determined by the Bank at such
                  time based on such other published service of general
                  application as shall be selected by the Bank for such purpose
                  (including without limitation the Reuters Screen LIBO page);
                  provided, that in lieu of determining the rate in the
                  foregoing manner, the Bank may determine the rate based on
                  rates at which United States dollar deposits are offered to
                  the Bank in the interbank Eurodollar market at such time for
                  delivery in Immediately Available Funds on the first day of
                  such Interest Period in an amount approximately equal to the
                  Advance by the Bank to which such Interest Period is to apply
                  (rounded upward, if necessary, to the nearest 1/16 of 1%).
                  "Reuters Screen LIBO page" means the display designated as
                  page "LIBO" on the Reuters Monitor Money Rate Screen (or such
                  other page as may replace the LIBO page on such service for
                  the purpose of displaying London interbank offered rates of
                  major banks for United States dollar deposits), and "Telerate
                  page 3750" means the display designated as such on Telerate
                  system Incorporated (or such other page as may replace page
                  3750 or that service for the purpose of displaying London
                  interbank offered rates of major banks for U.S. Dollar
                  deposits).

                           "Eurodollar Rate Advance": A portion of the Advances
                  with respect to which the interest rate is determined by
                  reference to the Adjusted Eurodollar Rate.

                           "Eurodollar Reserve Percentage": As of any day, that
                  percentage (expressed as a decimal) which is in effect on such
                  day, as prescribed by the Board for determining the maximum
                  reserve requirement (including any basic, supplemental or
                  emergency reserves) for a member bank of the Federal Reserve
                  System, with deposits comparable in amount to those held by
                  the Bank, in respect of "Eurocurrency Liabilities" as such
                  term is defined in Regulation D of the Board. The rate of
                  interest applicable to any outstanding Eurodollar Rate Advance
                  shall be adjusted automatically on and as of the effective
                  date of any change in the Eurodollar Reserve Percentage.


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                           "Interest Period": With respect to each Eurodollar
                  Rate Advance, the period commencing on the date of such
                  Eurodollar Rate Advance or on the last day of the immediately
                  preceding Interest Period, if any, applicable to an
                  outstanding Eurodollar Rate Advance and ending one, two, three
                  or six months thereafter, as the Borrower may elect in the
                  applicable notice of borrowing, continuation or conversion;
                  provided that:

                           (a) Any Interest Period that would otherwise end on a
                  day which is not a Eurodollar Business Day shall be extended
                  to the next succeeding Eurodollar Business Day unless such
                  Eurodollar Business Day falls in another calendar month, in
                  which case such Interest Period shall end on the next
                  preceding Eurodollar Business Day;

                           (b) Any Interest Period that begins on the last
                  Eurodollar Business Day of a calendar month (or a day for
                  which there is no numerically corresponding day in the
                  calendar month at the end of such Interest Period) shall end
                  on the last Eurodollar Business Day of a calendar month; and

                           (c) Any Interest Period that would otherwise end
                  after the scheduled maturity of the Revolving Credit Note
                  shall end on the scheduled maturity of the Revolving Credit
                  Note.

                           "Reference Rate Advances": A portion of the Advances
                  with respect to which the interest rate is determined by
                  reference to the Reference Rate.

                  2.4 Interest Rates, Etc. Section 2.4 of the Credit Agreement
         is amended in its entirety as follows:

                           Section 2.4 Interest Rates; Interest Payments;
                  Default Interest. Interest shall accrue and be payable on the
                  Advances as follows:

                           (a) Subject to paragraph (iii) below, each Eurodollar
                  Rate Advance shall bear interest on the unpaid principal
                  amount thereof during the Interest Period applicable thereto
                  at a rate per annum equal to the sum of (i) the Adjusted
                  Eurodollar Rate for such Interest Period, plus (ii) the
                  Applicable Margin.

                           (b) Subject to paragraph (iii) below, each Reference
                  Rate Advance shall bear interest on the unpaid principal
                  amount thereof at a varying rate per annum equal to the sum of
                  (i) the Reference Rate, plus (ii) the Applicable Margin.

                           (c) After an Event of Default, the Advances shall
                  bear interest until paid in full (i) during the balance of any
                  Interest Period applicable to any Eurodollar Rate Advance, at
                  
          

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                  a rate per annum equal to the sum of the rate applicable to
                  such Eurodollar Rate Advance plus 3.75%, and (ii) otherwise,
                  at a rate per annum equal to the sum of (A) the Reference
                  Rate, plus (B) the Applicable Margin for Reference Rate
                  Advances, plus (C) 3.75%.

                           (d) Interest shall be payable (i) with respect to
                  each Eurodollar Rate Advance having an Interest Period of
                  three months or less on the last day of the Interest Period
                  applicable thereto; (ii) with respect to any Eurodollar Rate
                  Advance having an Interest Period greater than three months on
                  the last day of the Interest Period applicable thereto and on
                  each day that would have been the last day of the Interest
                  Period for such Eurodollar Rate Advance had successive
                  Interest Periods of three months duration been applicable to
                  such Eurodollar Rate Advance; (iii) with respect to Reference
                  Rate Advances, on the first day of each calendar month; (iv)
                  with respect to the Advances generally, upon any permitted
                  prepayment (on the amount prepaid); and (v) with respect to
                  the Advances generally, upon Maturity.

                           (e) The unpaid principal balance of the Advances from
                  time to time outstanding shall bear interest computed on the
                  basis of actual days elapsed in a year of 360 days.

                           (f) For purposes of determining any interest rate
                  hereunder or under any other Loan Document which is based on
                  the Reference Rate, such interest shall change as and when the
                  Reference Rate shall change.

                           (g) Whenever any payment to be made hereunder by or
                  to the Bank or the holder(s) of the Revolving Credit Note
                  shall otherwise be due on a day which is not a Business Day,
                  such payment shall be made on the next succeeding Business
                  Day, and such extension of time shall be included in computing
                  the fees or interest payable on such next succeeding Business
                  Day.

                           (h) No provision of this Credit Agreement or the
                  Revolving Credit Note shall require the payment or permit the
                  collection of interest in excess of the rate permitted by
                  applicable law.

                  2.5 Borrowing Procedure. Section 2.5 of the Credit Agreement
         is deleted in its entirety and the following is substituted in lieu
         thereof:

                           Section 2.5 Manner of Borrowing. In order to obtain
                  an Advance, the Borrower shall deliver to the Bank a written
                  request for such Advance. Such request must be given so as to
                  be received by the Bank not later than 2:30 P.M. (Minneapolis
                  time) three Eurodollar Business Days prior to the requested
                  advance date if the Advance is requested as a Eurodollar Rate
                  Advance and not later than 2:30 P.M. (Minneapolis time) on the
                  requested advance date if the Advance is requested as a
                  Reference Rate Advance. Each request for an Advance shall be


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                  irrevocable and shall be deemed a representation by the
                  Borrower that on the requested advance date and after giving
                  effect to the requested Advance the applicable conditions
                  specified in Section 3 have been and will be satisfied. If the
                  Bank permits Borrower to request Advances verbally, the Bank
                  shall be entitled to rely on the authority of the person
                  claiming to be an authorized representative of the Borrower
                  without further inquiry. Each request for an Advance hereunder
                  shall specify (i) the requested advance date, (ii) the amount
                  of the Advance to be made on such date which shall be in a
                  minimum amount of $100,000 or, if more, an integral multiple
                  thereof, (iii) whether such Advance is to be funded as a
                  Reference Rate Advance or Eurodollar Rate Advance, and (iv) in
                  the case of a Eurodollar Rate Advance, the duration of the
                  initial Interest Period applicable thereto. The Borrower shall
                  not have more than three (3) Eurodollar Rate Advances
                  outstanding at any time. Unless the Bank determines that any
                  applicable condition specified in Section 3 has not been
                  satisfied, the Bank will, on the requested advance date,
                  deposit in the Borrower's account no. 160233811373 maintained
                  at the Bank, the amount of the requested Advance.

                  2.6 Non-Use Fee. Section 2.8 of the Credit Agreement is
         deleted in its entirety and the following is substituted in lieu
         thereof:

                           Section 2.8 Non-Use Fee. The Borrower shall pay the
                  Bank a non-use fee ("Non-Use Fee") calculated at the rate of
                  three-eighths of one percent (0.375%) per annum on the daily
                  average unused portion of the Revolving Credit Commitment. The
                  Non-Use Fee shall be due and payable in arrears on the last
                  day of each calendar quarter hereafter.

                  2.7 Additional Provisions. The following new sections are
         added immediately following Section 2.9 of the Credit Agreement:

                           Section 2.10 Optional Prepayments. The Borrower may
                  prepay Reference Rate Advances, in whole or in part, at any
                  time, without premium or penalty. Any such prepayment must be
                  accompanied by accrued and unpaid interest on the amount
                  prepaid. Each partial prepayment shall be in a minimum amount
                  of $100,000 or, if more, an integral multiple thereof. Except
                  upon an acceleration following an Event of Default, the
                  Borrower may pay Eurodollar Rate Advances only on the last day
                  of the Interest Period applicable thereto, subject in all
                  cases to the provisions of Section 2.15. Amounts paid or
                  prepaid on the Advances may be reborrowed, subject to the
                  terms and conditions hereof.

                           Section 2.11 Conversions and Continuations. On the
                  terms and subject to the limitations hereof, the Borrower
                  shall have the option at any time and from time to time to
                  convert all or any portion of the Advances into Reference Rate
                  Advances or Eurodollar Rate Advances, or to continue a
                  Eurodollar Rate Advance as such; provided, however, that a
                  Eurodollar Rate Advance may be converted or continued only on
                  the last day of the Interest Period applicable thereto and no
                  
         

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                  portion of the Advances may be converted or continued as a
                  Eurodollar Rate Advance if an Event of Default has occurred
                  and is continuing on the proposed date of continuation or
                  conversion. Portions of the Advances may be converted to, or
                  continued as, Eurodollar Rate Advances only in amounts of
                  $100,000 or an integral multiple thereof, and the Borrower
                  shall be entitled to have no more than three (3) Eurodollar
                  Rate Advances outstanding at any time. The Borrower shall give
                  the Bank written notice of any continuation or conversion of
                  any portion of the Advances and such notice must be given so
                  as to be received by the Bank not later than 11:00 A.M.
                  (Minneapolis time) two Eurodollar Business Days prior to
                  requested date of conversion or continuation in the case of
                  the continuation or, or conversion to, a Eurodollar Rate
                  Advance and not later than 11:00 A.M. (Minneapolis time) on
                  the date of the requested continuation of a Reference Rate
                  Advance. Each such notice shall specify (a) the amount to be
                  continued or converted, (b) the date for the continuation or
                  conversion (which must be (i) the last day of the preceding
                  Interest Period for any continuation of Eurodollar Rate
                  Advances, (ii) a Eurodollar Business Day in the case of
                  conversions to Eurodollar Rate Advances, and (iii) a Business
                  Day in the case of continuations as Reference Rate Advances),
                  and (c) in the case of conversions to or continuations as
                  Eurodollar Rate Advances, the Interest Period applicable
                  thereto. Any notice given by the Borrower under this Section
                  shall be irrevocable. If the Borrower shall fail to notify the
                  Bank of the continuation of any Eurodollar Rate Advance within
                  the time required by this Section, such Eurodollar Rate
                  Advance shall, on the last day of the Interest Period
                  applicable thereto, automatically be converted into a
                  Reference Rate Advance of the same principal amount.

                  Section 2.12 Interest Rate Not Ascertainable, Etc. If, on or
         prior to the date for determining the Adjusted Eurodollar Rate in
         respect of the Interest Period for any Eurodollar Rate Advance, the
         Bank determines (which determination shall be conclusive and binding,
         absent error) that:

                           (a) deposits in dollars (in the applicable amount)
                  are not being made available to the Bank in the relevant
                  market for such Interest Period, or

                           (b) the Adjusted Eurodollar Rate will not adequately
                  and fairly reflect the cost to the Bank of funding or
                  maintaining Eurodollar Rate Advances for such Interest Period,
                  the Bank shall forthwith give notice to the Borrower of such
                  determination, whereupon the obligation of the Bank to make or
                  continue, or to convert any portion of the Advances to,
                  Eurodollar Rate Advances, shall be suspended until the Bank
                  notifies the Borrower that the circumstances giving rise to
                  such suspension no longer exist. While any such suspension
                  continues, all further Advances by the Bank shall be made with
                  an interest rate option to which such suspension does not
                  apply. No such suspension shall affect the interest rate then
                  in effect during the applicable Interest Period for any
                  Eurodollar Rate Advances outstanding at the time such
                  suspension is imposed.


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                  Section 2.13 Increased Cost. If any Regulatory Change:

                           (a) shall subject the Bank to any tax, duty or other
                  charge with respect to its Eurodollar Rate Advances, the
                  Revolving Credit Note, its obligation to make Eurodollar Rate
                  Advances or shall change the basis of taxation of payment to
                  the Bank of the principal of or interest on Eurodollar Rate
                  Advances or any other amounts due under this Agreement in
                  respect of Eurodollar Rate Advances or its obligation to make
                  Eurodollar Rate Advances (except for changes in the rate of
                  tax on the overall net income of the Bank imposed by the
                  jurisdiction in which the Bank's principal office is located);
                  or

                           (b) shall impose, modify or deem applicable any
                  reserve, special deposit, capital requirement or similar
                  requirement (including, without limitation, any such
                  requirement imposed by the Board, but excluding with respect
                  to any Eurodollar Rate Advance any such requirement to the
                  extent included in calculating the applicable Adjusted
                  Eurodollar Rate) against assets of, deposits with or for the
                  account of, or credit extended by, the Bank or shall impose on
                  the Bank or on the United States market for certificates of
                  deposit or the interbank Eurodollar market any other condition
                  affecting its Eurodollar Rate Advances, the Revolving Credit
                  Note or its obligation to make Eurodollar Rate Advances;

         and the result of any of the foregoing is to increase the cost to the
         Bank of making or maintaining any Eurodollar Rate Advance, or to reduce
         the amount of any sum received or receivable by the Bank under this
         Agreement or under the Revolving Credit Note, then, within 30 days
         after demand by the Bank, the Borrower shall pay to the Bank such
         additional amount or amounts as will reasonably compensate the Bank for
         such increased cost or reduction. The Bank will promptly notify the
         Borrower of any event of which it has knowledge, occurring after the
         date hereof, which will entitle the Bank to compensation pursuant to
         this Section. A certificate of the Bank claiming compensation under
         this Section, setting forth the additional amount or amounts to be paid
         to it hereunder and stating in reasonable detail the basis for the
         charge and the method of computation, shall be conclusive in the
         absence of error. In determining such amount, the Bank may use any
         reasonable averaging and attribution methods. Failure on the part of
         the Bank to demand compensation for any increased costs or reduction in
         amounts received or receivable with respect to any Interest Period
         shall not constitute a waiver of the Bank's rights to demand
         compensation for any increased costs or reduction in amounts received
         or receivable in any subsequent Interest Period.

                  Section 2.14 Illegality. If any Regulatory Change shall make
         it unlawful or impossible for the Bank to make, maintain or fund any
         Eurodollar Rate Advance, the Bank shall notify the Borrower, whereupon
         the obligation of the Bank to make or continue, or to convert any
         portion of the Advances to, Eurodollar Rate Advances shall be suspended
         until the Bank notifies the Borrower that the circumstances giving rise
         

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         to such suspension no longer exist. If the Bank determines that it may
         not lawfully continue to maintain any Eurodollar Rate Advances to the
         end of the applicable Interest Periods, all of the Eurodollar Rate
         Advances shall be automatically converted to Reference Rate Advances as
         of the date of the Bank's notice, and upon such conversion the Borrower
         shall indemnify the Bank in accordance with Section 2.15.

                  Section 2.15 Funding Losses. The Borrower shall compensate the
         Bank, upon its written request, for all losses, expenses and
         liabilities (including any interest paid by the Bank to lenders of
         funds borrowed by it to make or carry Eurodollar Rate Advances to the
         extent not recovered by the Bank in connection with the re-employment
         of such funds and including loss of anticipated profits) which the Bank
         may sustain: (i) if for any reason, other than a default by the Bank, a
         funding of a Eurodollar Rate Advance does not occur on the date
         specified therefor in the Borrower's request or notice as to such
         portion of the Advances, or (ii) if, for whatever reason (including,
         but not limited to, acceleration of the maturity of the Advances
         following an Event of Default), any repayment of a Eurodollar Rate
         Advance, or a conversion pursuant to Section 2.11, occurs on any day
         other than the last day of the Interest Period applicable thereto. The
         Bank's request for compensation shall set forth the basis for the
         amount requested and shall be final, conclusive and binding, absent
         error.

                  Section 2.16 Discretion of Bank as to Manner of Funding. The
         Bank shall be entitled to fund and maintain its funding of Eurodollar
         Rate Advances in any manner it may elect, it being understood, however,
         that for the purposes of this Agreement all determinations hereunder
         (but excluding determinations that the Bank may elect to make from the
         Telerate System, Inc. screen) shall be made as if the Bank had actually
         funded and maintained each Eurodollar Rate Advance during the Interest
         Period for such portion of the Advances through the issuance of its
         certificates of deposit, or the purchase of deposits, having a maturity
         corresponding to the last day of the Interest Period and bearing an
         interest rate equal to the Adjusted Eurodollar Rate plus the Applicable
         Margin for such Interest Period.

         Section 2.8 Minimum Net Worth. Section 6.14 of the Credit Agreement is
deleted in its entirety and the following is substituted in lieu thereof:

                  Section 6.14. Minimum Net Worth. Maintain at all times on a
         consolidated basis a minimum Net Worth of not less than $25,000,000.00
         plus 75% of the Borrower's cumulative positive quarterly net income
         commencing with the fiscal quarter ended September 30, 1998, with no
         deductions for quarterly losses, plus 100% of the net proceeds of any
         other increase in the equity of the Borrower.

         Section 2.9 Minimum Interest Coverage. Section 6.15 of the Credit
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:


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                  Section 6.15. Minimum Interest Coverage. Maintain the ratio of
         earnings before interest, taxes, amortization and depreciation to
         interest expense of not less than 4.75 to 1.00 calculated as of the end
         of each fiscal quarter of the Borrower and determined on a rolling four
         quarter basis.

         Section 2.10 Ratio of Recourse Debt to Net Worth. Section 6.16 of the
Credit Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

                  Section 6.16 Ratio of Recourse Debt to Net Worth. Maintain at
         all times the ratio of the Borrower's senior recourse debt to its Net
         Worth of not more than 3.50 to 1.00.

         Section 2.11 Amended Borrowing Base Certificate. Exhibit A to the
Credit Agreement is deleted and Exhibit A to this Amendment is substituted in
lieu thereof.

         Section 2.12 Amended Compliance Certificate. Exhibit D to the Credit
Agreement is deleted and Exhibit B to this Amendment is substituted in lieu
thereof.

         Section 3. Conditions to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first above written, provided that
the following conditions are satisfied:

                  (a) The Lender shall have received this Amendment, duly
         executed by the Borrower.

                  (b) The Lender shall have received the Amended and Restated
         Revolving Credit Note attached hereto as Exhibit C, duly executed by
         the Borrower (the "Amended Revolving Credit Note"), which note shall
         constitute the Revolving Credit Note all for purposes under the Credit
         Agreement.

                  (c) The Lender shall have received a copy of the resolutions
         of the Board of Directors of each Borrower authorizing the execution,
         delivery and performance by the Borrower of this Amendment, the Amended
         Revolving Credit Note certified by an officer thereof, together with a
         certificate of an officer of the Borrower (i) certifying as to the
         incumbency and the true signatures of the officers authorized to
         execute this Amendment and the Amended Revolving Credit Note on behalf
         of such Borrower and (ii) certifying that the articles of incorporation
         and bylaws of each Borrower have not been modified since copies of such
         documents were previously provided to the Lender.

                  (d) The Lender shall have received (i) good standing
         certificates for each Borrower dated not more than 10 days prior to the
         date of this Amendment and issued by the state of incorporation of such
         Borrower and (ii) certificates of authority to do business as a foreign
         corporation dated not more than 10 days prior to the date of this

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         Amendment of each Borrower in each jurisdiction in which the nature of
         the Borrower's business in such jurisdiction would require such a
         certificate of authority.

                  (e) such other conditions reasonably required by the Lender
         and its counsel.

                  (f) After giving effect to this Amendment, the representations
         and warranties of the Borrower in Sections 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.

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

         Section 4. Representations, Warranties, Authority, No Adverse Claim.

                  4.1 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, (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.

                  4.2 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 Revolving Credit
         Note (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
         action, 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.

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                  4.3 No Adverse Claim. The Borrower warrants, acknowledges and
         agrees that no events have been taken place and no circumstances exist
         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 5. 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 6. 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 7. 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.


                                     - 12 -

<PAGE>



         Section 8. 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.

         Section 90. 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 10. 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 11. 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 12. 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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                                     - 13 -

<PAGE>



         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



                             By                                    
                                Its                                



LENDER:                      U.S. BANK NATIONAL ASSOCIATION

                             f/k/a First Bank National Association



                             By                                    
                                Its 

                                       S-1