COMMON STOCK                                               COMMON STOCK

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                   SUNRISE INTERNATIONAL LEASING CORPORATION
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                              CUSIP 86769K 10 5
                                             See reverse for certain definitions

THIS CERTIFIES THAT





is the  owner of 
     FULLY  PAID AND  NONASSESSABLE  SHARES OF THE PAR VALUE OF $.01 EACH OF THE
COMMON STOCK OF

-------------------                                           -----------------
------------------- SUNRISE INTERNATIONAL LEASING CORPORATION -----------------
-------------------                                           -----------------

transferable  on the books of the  Corporation by the holder hereof in person or
by duly authorized attorney on surrender of this certificate  properly endorsed.
This  certificate  is not valid unless  countersigned  by the Transfer Agent and
Registrar.

     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.
                                                  COUNTERSIGNED AND REGISTERED:
                                                  NORWEST BANK MINNESOTA, N.A.
                                                  (MINNEAPOLIS, MINNESOTA)
                                                  TRANSFER AGENT AND REGISTRAR
                                                  BY:  AUTHORIZED SIGNATURE
Dated:

        /s/ Jeffrey G. Jacobsen                   /s/ Errol Carlstrom

            SECRETARY                             PRESIDENT
<PAGE>

     The  corporation  will furnish  without charge to each  stockholder  who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional,  or other special  rights of each class of stock or series thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
right.

     The following  abbreviations  when used in the  inscription  on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S>             <C>                               <C>                  <C>   


     TEN COM    -- as tenants in common           UNIF GIFT MIN ACT -- ______________ Custodian ______________
                                                                          (Cust)                   (Minor)
     TEN ENT    -- as tenants by the entireties                        under Uniform Transfers to Minors
     
     JT TEN     -- as joint tenants with right of                      Act __________  _______________________
                   survivorship and not as tenants                                        (State)
                   in common
</TABLE>

    Additional abbreviations may also be used though not in the above list.

For value received ________________ hereby sell, assign and transfer unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER
          IDENTIFYING NUMBER OF ASSIGNEE

     ---------------------------------------

_______________________________________________________________________________
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_____________________________________________________________________ Shares

of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably  constitute and appoint  _____________________  Attorney to transfer
the said stock on the books of the  within-named  Corporation with full power of
substitution in the premises.

Dated __________________

                         _____________________________________________________

                         _____________________________________________________
                         NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                         WITH THE NAME AS WRITTEN UPON THE FACE OF THE 
                         CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                         OR ENLARGEMENT OR ANY CHANGE WHATEVER

SIGNATURE GUARANTEED BY: