FIRST AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT


                  THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT
(this  "Amendment"),  made and  entered  into as of October  1, 1996,  is by and
between  Sunrise  Leasing  Corporation and Sunrise  Resources,  Inc.,  Minnesota
corporations (the "Borrower"),  and FIRST BANK NATIONAL ASSOCIATION , a national
banking association (the "Bank").

                                    RECITALS

         1. The Bank and the  Borrower  entered  into an  Amended  and  Restated
Credit Agreement dated as of April 1, 1996 (the "Credit Agreement"); and

         2. The Borrower  desires to amend certain  provisions of the Agreement,
and the Bank has  agreed  to make  such  amendments,  subject  to the  terms and
conditions set forth in this Amendment.

                                    AGREEMENT

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
adequacy of which are hereby  acknowledged,  the parties hereto hereby  covenant
and agree to be bound as follows:

         Section 1.  Capitalized  Terms.  Capitalized  terms used herein and not
otherwise  defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.

         Section  2.  Amendments.  The  Credit  Agreement  is hereby  amended as
follows:

         2.1  Definitions.  The definitions of  "Termination  Date" contained in
Section 1 of the Credit Agreement is amended in its entirety as follows:

         "Termination  Date" means the earlier of (a) September 30, 1997; or (b)
the date upon which the  Obligation  of the Bank to make  advances is terminated
pursuant to Section 8.2.

         Section 3.  Effectiveness  of Amendments.  The amendments  contained in
this  Amendment  shall become  effective  upon  delivery by the Borrower of, and
compliance by the Borrower with, the following:

         3.1 This Amendment, duly executed by the Borrower.

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         3.2 Promissory Note Extension  Agreement in the form attached hereto as
Exhibit A.

         3.3 A  confirmation  of  Security  Agreement  in the form of  Exhibit B
attached to this Amendment, duly executed by the Borrower.

         3.4  The  Borrower  shall  have  satisfied  such  other  conditions  as
specified  by the Bank or counsel to the Bank,  including  payment of all unpaid
legal fees and expenses  incurred by the Bank through the date of this Amendment
in connection with the Credit Agreement.

         Section  4.  Representations;   Acknowledgments.  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,  and in any and all other Loan  Documents of the Borrower,  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)  the  Borrower  is in  compliance  with  all  covenants  and
agreements  of the Borrower as set forth in the Credit  Agreement and in any and
all other Loan Documents of the Borrower.  The Borrower  represents and warrants
that the Borrower has the power and legal right and authority to enter into this
Amendment and has duly  authorized as appropriate  the execution and delivery of
this Amendment and other agreements and documents  executed and delivered by the
Borrower in connection  herewith or therewith by proper  corporate  action.  The
Borrower  acknowledges  and agrees  that its  obligations  to the Bank under the
Credit Agreement and exist and are owing without offset, defense or counterclaim
assertable by the Borrower against the Bank. The Borrower  further  acknowledges
and agrees  that its  obligations  to the Bank under the  Credit  Agreement,  as
amended,  constitute  "Obligations" within the meaning of the Security Agreement
and are secured by the Security Agreement, as amended.

         Section  5.  Affirmation,   Further  References.  Except  as  expressly
modified  under  this  Amendment,  all of  the  terms,  conditions,  provisions,
agreements,   requirements,   promises,   obligations,   duties,  covenants  and
representations  of the  Borrower  under  the  Credit  Agreement,  the  Security
Agreement, and any and all other Loan Documents 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. All references
in the Credit  Agreement to "this  Agreement,"  "herein,"  "hereof," and similar
references,  and all references in the other Loan Documents to the  "Agreement,"
shall be deemed to refer to the Agreement, as amended by this Amendment.

         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 it 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.

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         Section 7.  Severability.  Whenever  possible,  each  provision of this
Amendment 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 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 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  8.  Successors.  This  Amendment  shall  be  binding  upon the
Borrower and the Bank and their  respective  successors  and assigns,  and shall
inure to the benefit of the Borrower and the Bank and the successors and assigns
of the Bank.

         Section 9. Legal  Expenses.  The Borrower agrees to reimburse the Bank,
upon  execution of this  Amendment,  for all reasonable  out-of-pocket  expenses
(including  attorneys' fees and legal expenses of Dorsey & Whitney,  counsel for
the Bank)  incurred  in  connection  with the  Credit  Agreement,  including  in
connection with the negotiation, preparation and execution of this Amendment and
all other  documents  negotiated,  prepared and executed in connection with this
Amendment,  and in enforcing the  obligations  of the Borrower  under the Credit
Agreement, as amended by this Amendment, 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.  This  Amendment  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 this  Amendment 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.


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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.

                                        SUNRISE LEASING CORPORATION


                                        By: /s/ Barry J. Schwach
                                           Title: Chief Financial Officer

                                        SUNRISE RESOURCES, INC.

                                        By: /s/ Barry J. Schwach
                                           Title: Chief Financial Officer


                                        FIRST BANK NATIONAL ASSOCIATION


                                        By: /s/ Mark McDonald
                                           Title: Vice President






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