CONTRIBUTION AGREEMENT

                                     between

                           SUNRISE LEASING CORPORATION
                                 ("Contributor")

                                       and

                          SUNRISE FUNDING CORPORATION I
                                   ("Issuer")

                          Dated as of November 1, 1996






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                                Table of Contents
 
          Section               Heading                                    Page

Article 1                   Definitions                                     2
          Section 1.01.     Defined Terms                                   2
                                                                              
Article 2                  Acquisition of Lease Assets                      4
         Section 2.01.     Authorization and Issuance of Common
                            Stock by the Issuer                             4
         Section 2.02.     Lease Acquisition                                4
         Section 2.03.     Assumption of Indebtedness by the Issuer         4
         Section 2.04.     Delivery of Lease Contracts; Filing of 
                            Financing Statements                            4
         Section 2.05.     Servicing of Lease Contracts and Equipment       5
         Section 2.06.     Review of Lease Contracts                        5

Article 3                  Representations and Warranties                   5
         Section 3.01.     Representations and Warranties of the 
                            Contributor                                     5
         Section 3.02.     Representations and Warranties of the 
                            Issuer                                         14
         Section 3.03.     Purchase or Substitution Required upon 
                            Breach of Certain Representations 
                              and Warranties                               15
         Section 3.04.     Requirements for Purchase or Substitution 
                            of Lease Contracts                             16

Article 4                  Covenants                                       17
         Section 4.01.     Contributor Covenants                           17
         Section 4.02.     Issuer Covenants                                21
         Section 4.03.     Assignment of Lease Assets                      22
                                                                             
Article 5                  Conditions Precedent                            22
         Section 5.01.     Conditions to the Issuer's Obligations          22
         Section 5.02.     Conditions to the Contributor's Obligations     23
         Section 5.03.     Conditions to the Issuer's Subsequent 
                            Obligations                                    24
         Section 5.04.     Conditions to the Contributor's Subsequent 
                            Obligations                                    25
                                                                             
Article 6                  Term and Termination                            25
         Section 6.01.     Term                                            25
         Section 6.02.     Default by the Contributor                      25
                                                                             
Article 7                  Miscellaneous                                   26
         Section 7.01.     Amendments                                      26
         Section 7.02.     Governing Law                                   26
         Section 7.03.     Notices                                         26
         Section 7.04.     Separability Clause                             26
         Section 7.05.     Assignment                                      26
         Section 7.06.     Further Assurances                              26
         Section 7.07.     No Waivers; Cumulative Remedies                 27
         Section 7.08.     Binding Effect; Third Party Beneficiaries       27
         Section 7.09.     Set-Off                                         27
         Section 7.10.     Counterparts                                    27
                                                                  

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Annex A        --       Form of Supplemental for Substitute Lease Contracts
  Schedule I   --       Supplemental Lease Schedule for Substitute Lease 
                         Contracts

Exhibit A      --       Form of Lease Contract

Exhibit B      --       Form of Lease Asset Assignment and Assumption Agreement
  Schedule I   --       Lease Schedule
  Schedule II  --       Schedule of Existing Indebtedness

Exhibit C      --       Form of Subsequent Lease Asset Assignment and Assumption
                         Agreement
  Schedule I   --       Lease Schedule
  Schedule II  --       Schedule of Existing Indebtedness

<PAGE>



         This  Contribution  Agreement,  dated  as of  November  1,  1996  (this
"Agreement"),  is entered into by and between  Sunrise  Leasing  Corporation,  a
Minnesota  corporation  (herein,  together  with its  permitted  successors  and
assigns,  the  "Contributor"),  and Sunrise  Funding  Corporation I, a Minnesota
corporation  (herein,  together with its permitted  successors and assigns,  the
"Issuer").

                              PRELIMINARY STATEMENT

         The Issuer has entered into an Indenture,  dated as of November 1, 1996
(as amended and supplemented from time to time, the  "Indenture"),  with Norwest
Bank Minnesota,  National  Association,  as trustee  (herein,  together with its
permitted  successors  and assigns,  the  "Trustee"),  and the  Contributor,  as
servicer  (herein,  in such role,  together  with its permitted  successors  and
assigns,  the  "Servicer"),  pursuant  to which the Issuer  intends to issue its
Notes, as provided in the Indenture (the "Notes").

         In furtherance  thereof,  the Issuer and Contributor  have entered into
this Agreement to provide for, among other things, the acquisition by the Issuer
of all of the right,  title and  interest in and to certain  Lease  Assets.  The
Issuer is, and from time to time will be,  pledging to the Trustee the  proceeds
from the Lease Assets, and the Issuer will be granting to the Trustee a security
interest in the Lease Assets,  as security for the Notes.  As a precondition  to
the  effectiveness of this Agreement,  the Issuer,  the Servicer and the Trustee
will  enter  into the  Servicing  Agreement,  dated as of  November  1, 1996 (as
amended and  supplemented  from time to time,  the  "Servicing  Agreement"),  to
provide for the  administration and servicing of the Lease Assets. In connection
with the issuance of the Notes and pursuant to this  Agreement,  the Contributor
will contribute the Lease Assets to the Issuer.  The initial  contribution shall
be effected by this Agreement and the Lease Asset Assignment  between the Issuer
and the Contributor, and the list of Lease Contracts so conveyed shall be listed
on Schedule I to the Lease Asset Assignment.  The subsequent  contribution shall
be effected by a Subsequent  Lease Asset  Assignment  between the Issuer and the
Contributor,  and the Subsequent  Lease  Contracts so conveyed will be listed on
Schedule I to such Subsequent Lease Asset  Assignment.  On the Closing Date, the
Issuer will issue the Common Stock to the  Contributor  in  accordance  with the
provisions  set forth in this  Agreement.  As of the date  thereof,  the parties
contemplate  that the Issuer will not issue any additional  shares of its common
stock in connection with the conveyance of Subsequent Lease Contracts.

         In order to  further  secure the  Notes,  the Issuer  will grant to the
Trustee a security interest in, among other things,  the Issuer's rights derived
under this Agreement and the Servicing  Agreement,  and the  Contributor  agrees
that all  representations,  warranties,  covenants and agreements  made by it in
this  Agreement  with  respect to the Lease Assets shall also be for the benefit
and  security of the Issuer and the Trustee and all holders from time to time of
the Notes. In consideration  for contribution and  representations,  warranties,
covenants and other  agreements  under this  Agreement by the  Contributor,  the
Contributor  will  receive all of the Common  Stock of the Issuer on the Closing
Date.
<PAGE>

                                    Article 1

                                   Definitions

         Section  1.01.  Defined  Terms.  For  purposes  of this  Agreement  the
following terms shall have the meanings specified herein. Capitalized terms used
herein but not otherwise defined shall have the respective  meanings assigned to
such terms in the Indenture or the Purchase Agreement.

         "Common Stock" shall mean all of the issued and  outstanding  shares of
Common Stock of the Issuer, which consists of 1,000 shares having a par value of
$.01 per share.

         "Contributor  Address"  shall mean 5500 Wayzata  Boulevard,  Suite 725,
Golden Valley, Minnesota 55416.

         "Electronic  Ledgers" shall mean the  electronic  master records of all
lease contracts of the  Contributor,  the Issuer or the Servicer  similar to and
including the Lease Contracts.

         "Eligible  Lease  Contract"  shall mean a Lease Contract that satisfies
the selection  criteria set forth in Section 3.01(a) hereof,  provided that with
respect to any  Substitute  Lease  Contract,  any  reference  in such Section to
related  Cut-Off  Date  shall be  deemed  to refer to the date as of which  such
Substitute  Lease Contract is conveyed to the Issuer in accordance  with Section
3.04 hereof.

         "Existing   Indebtedness"   shall  mean,  with  respect  to  the  Lease
Contracts,  the indebtedness  that the Contributor shall incur from time to time
which relates to financing of the Lease  Contracts and which shall be assumed by
the Issuer on the related  Closing Date,  all as set forth in Schedule II to the
related Lease Asset Assignment.

         "Indenture" shall mean the Indenture,  dated as of November 1, 1996, by
and among the Issuer, the Trustee and the Servicer.

         "Issuer Address" shall mean 5500 Wayzata  Boulevard,  Suite 725, Golden
Valley, Minnesota 55416.

         "Lease Acquisition Consideration" shall mean, with respect to any Lease
Contract,  the Common  Stock and the  assumption  by the Issuer of the  Existing
Indebtedness  with  respect to such  Lease  Contract,  which  shall be issued or
assumed, as applicable, by the Issuer to the Contributor on the Closing Date or,
with  respect to the  Subsequent  Lease  Contracts,  assumed  on the  Subsequent
Transfer Date.

         "Lease  Asset  Assignment"  shall mean the Lease Asset  Assignment  and
Assumption  Agreement,  substantially  in the form attached hereto as Exhibit B,
which shall be entered into in  connection  with the  conveyance of Lease Assets
from the Contributor to the Issuer on the Closing Date.

         "Lease  Assets" shall mean all of the  Contributor's  right,  title and
interest  in and  to  (a)  the  Contributor's  rights  and  interests  in  Lease
Contracts,  the Lease  Receivables,  and the related  Equipment,  including  the
proceeds of the Lease Contracts, Lease Receivables and the related Equipment and
all  payments  received  on or  with  respect  to  the  Lease  Contracts,  Lease
Receivables  and the related  Equipment and due after the related  Cut-Off Date,
(b) the Lease Contract  Files,  (c) all rights and interests of the  Contributor
under  each  Insurance  Policy,  if any,  related  to the  Lease  Contracts  and
Insurance  Proceeds,  (d) all rights and interests (but none of the obligations)
of the  Contributor  under the Vendor  Agreement,  if any,  with respect to each
Lease  Contract,  (e) the Servicing  Charges with respect to the Lease Contracts
and (f) all income and proceeds of the foregoing or relating  thereto pledged to
the Trustee under the Indenture.
<PAGE>

         "Lease  Contract File" shall mean, with respect to each Lease Contract,
the following documents:

                  (i) a copy of the Lease Contract;

                  (ii)  evidence of insurance,  if any, and any other  documents
         evidencing or related to any Insurance Policy;

                  (iii) copies of such  documents,  if any, that the Contributor
         keeps on file in accordance with its customary  procedures  relating to
         an individual Lease Contract, the related Equipment or a Customer;

                  (iv) evidence that the Customer received the related Equipment
         and that the related Equipment was in good working order and acceptable
         to the Customer at the time of receipt by the Customer; and

                  (v) a copy, if applicable, of the related Vendor Agreement.

         "Substitute Lease Contract" shall have the meaning set forth in Section
3.04(b) hereof.

         "Substitution  Criterion"  shall have the  meaning set forth in Section
3.04(b) hereof.

                                    Article 2

                           Acquisition of Lease Assets

         Section 2.01. Authorization and Issuance of Common Stock by the Issuer.
Subject to all the terms and  conditions of this  Agreement and in reliance upon
the representations,  warranties and covenants set forth in this Agreement,  the
Issuer hereby  issues to the  Contributor  the Common  Stock.  Such Common Stock
shall be issued in the name of, and delivered directly to, the Contributor,  and
the  Contributor  hereby  agrees to obtain  directly from the Issuer such Common
Stock, all in accordance with the terms of this Agreement.

         Section  2.02.  Lease  Acquisition.  In return for the Common Stock and
other  rights  created by this  Agreement,  the  Contributor  hereby  transfers,
assigns,  sells,  grants and contributes,  or shall  contribute,  to the Issuer,
without  recourse except as provided in Section 3.03 of this  Agreement,  on the
Closing Date or the Subsequent Transfer Date, as the case may be, any and all of
the  Contributor's  respective  right,  title and  interest in and to all of the
Lease  Assets  set forth on  Schedule  I to the Lease  Asset  Assignment  or the
Subsequent  Lease  Assignment,  as the  case  may  be.  The  Contributor  hereby
acknowledges that its transfer of the Lease Assets to the Issuer is absolute and
irrevocable,  without reservation or retention of any interest whatsoever by the
Contributor.

         Section  2.03.  Assumption  of  Indebtedness  by  the  Issuer.  By  the
execution of the Lease  Assignment  Agreement or the Subsequent Lease Assignment
Agreement,  as  applicable,  subject  to all the  terms and  conditions  of this
Agreement and in reliance upon the representations, warranties and covenants set
forth in this Agreement,  on the Closing Date the Issuer hereby agrees to assume
the  Existing  Indebtedness  set forth on  Schedule  II to the Lease  Assignment
Agreement or the Subsequent Lease Assignment Agreement,  as applicable,  and the
Issuer agrees to pay such Existing Indebtedness with the proceeds of the sale of
the Notes simultaneously with the issuance of the Notes.

         'Section  2.04.  Delivery  of  Lease  Contracts;  Filing  of  Financing
Statements'.  (a) In  connection  with the  Issuer's  acquisition  of the  Lease
Assets,  the  Contributor,  on behalf of the Issuer,  shall deliver the original
Lease Contracts to the Trustee so that the Trustee may retain possession thereof
as provided in the Transaction Documents. In addition, the Contributor agrees to
record and file prior to the Closing Date or the  Subsequent  Transfer  Date, as
the case may be (or  within  ninety  (90) days  thereafter  with  respect to the
assignment  to the Issuer and  thereafter  to the Trustee of filings  previously
made to perfect a  security  interest  in the  Equipment),  at its own  expense,
financing statements (and thereafter timely continuation statements with respect
to such financing  statements) with respect to the applicable  Lease Assets,  in
accordance with Section 3.01(a)(viii) and Section 4.01(c) hereof.
<PAGE>

         (b) In connection with each such  acquisition,  the  Contributor  shall
promptly, at its own expense, cause any Electronic Ledger maintained by it to be
marked to show which Lease Assets have been acquired by the Issuer in accordance
with this  Agreement and  transferred by the Issuer to the Trustee in accordance
with the Transaction Documents.

         (c) It is the  intention  of the  Contributor  and the Issuer  that the
Issuer  is  acquiring  full and  absolute  title to the Lease  Assets.  If it is
determined,  however,  that the  Contributor  has  transferred  to the  Issuer a
security  interest in the Lease Assets,  then this Agreement shall  constitute a
security  agreement under applicable law and the Contributor does hereby pledge,
grant and assign to the Issuer a security interest in the Lease Assets.

         Section 2.05. Servicing of Lease Contracts and Equipment.  The Servicer
shall service the Lease  Contracts and the other Lease Assets for the benefit of
the Issuer (and its  successors  and assigns) in  accordance  with the terms and
conditions of the  Transaction  Documents.  Notwithstanding  the foregoing,  the
Contributor  acknowledges  and agrees that its obligations  under this Agreement
are  independent  of any  obligations  it may  have as  Servicer  and  that  its
obligations under this Agreement will continue in full force and effect, whether
or not it is  acting  as  Servicer,  until  termination  of  this  Agreement  in
accordance with Section 6.01 hereof, unless otherwise provided herein.

         Section 2.06.  Review of Lease  Contracts.  If the  Contributor  or the
Trustee (who shall thereupon  notify the  Contributor and the Issuer)  discovers
that any Lease Contracts are missing or defective (that is, mutilated,  damaged,
defaced,  incomplete,  improperly dated,  clearly forged or otherwise physically
altered) in any material  respect,  the  Contributor  shall correct or cure such
omission, defect or other irregularity within thirty (30) days from the date the
Contributor discovered such omission or defect, or from the date the Contributor
is  notified  by the  Trustee  of such  omission  or  defect.  In the  event the
Contributor is unable to correct or cure such omission,  defect or  irregularity
within the thirty  (30) day period  described  in the  preceding  sentence,  the
Contributor  shall  purchase or replace such Lease  Contract  from the Issuer in
accordance with Section 3.03 hereof.

                                    Article 3

                         Representations and Warranties

         Section 3.01.  Representations  and Warranties of the Contributor.  The
Contributor  hereby makes the following  representations  and  warranties to the
Issuer and for the benefit of the Issuer,  the Trustee and Holders of the Notes,
on which the  Issuer  relies in  acquiring  the  Lease  Assets  and on which the
Holders rely in purchasing the Notes. Such  representations and warranties shall
survive any subsequent transfer,  assignment,  contribution or conveyance of the
Lease Contracts, Lease Receivables and the related Equipment and any issuance of
Notes.

         (a) As to each Lease  Contract,  as of the Closing Date with respect to
Lease Contracts  identified on the Lease Schedule on the Closing Date, and as of
the Subsequent Transfer Date with respect to Subsequent Lease Contracts:

                  (i) The  information  set forth in the Lease  Schedule is true
         and correct as of the related Cut-Off Date.

                  (ii) The Lease  Contract  is pursuant to its terms an absolute
         and  unconditional  obligation  of  the  Customer,  non-cancelable  and
         non-prepayable  prior to the  expiration  of the  initial  term of such
         Lease Contract;  except as set forth in the Disclosure  Schedule,  such
         Lease  Contract  does not  provide  for the  substitution,  exchange or
         addition  of any  other  items  of  Equipment  pursuant  to such  Lease
         Contract;  and the  rights  with  respect to such  Lease  Contract  are
         assignable by the lessor thereunder  without the consent of any Person.
         Such Lease  Contract  is net to the lessor of any  maintenance,  taxes,
         insurance  or other  expenses  and contains  provisions  requiring  the
         Customer  to  assume  all risk of loss or  malfunction  of the  related
         Equipment.
<PAGE>

                  (iii) The Contributor  has heretofore  provided to the Trustee
         the sole original counterpart of the Lease Contract,  as amended,  that
         constitutes "chattel paper" for purposes of Sections 9-105(1)(b), 9-305
         and 9-308 of the UCC and the terms of such Lease  Contract has not been
         amended,  waived or modified  subsequent to the above being provided to
         the Trustee, and if another original counterpart of such Lease Contract
         should  subsequently  come into the possession of the  Contributor,  it
         will also be so provided to the Trustee.

                  (iv) There is only one original  executed  counterpart  of the
         Lease Contract that constitutes "chattel paper" for purposes of section
         9-105(l)(b) and 9-308 of the UCC, and the Electronic  Ledgers have been
         marked as provided in Section 2.04(b) hereof.

                  (v) The  Lease  Contract  was  not  originated  in,  nor is it
         subject to the laws of, any jurisdiction,  the laws of which would make
         unlawful the sale, transfer or assignment of such document under any of
         the Transaction Documents,  including any repurchase in accordance with
         the Transaction Documents.

                  (vi)  The  Lease  Contract  is in full  force  and  effect  in
         accordance  with its respective  terms and neither the  Contributor nor
         any  Customer  has or will have  suspended  or reduced any  payments or
         obligations  due or to become due  thereunder by reason of a default by
         the other party to such Lease Contract; as of the related Cut-Off Date,
         no scheduled  payment with respect to such Lease  Contract has not been
         received and remains unpaid for a period of ninety (90) or more days as
         of the Closing Date or the Subsequent Transfer Date, as the case may be
         (without regard to advances,  if any, made by the Servicer),  and there
         are no  proceedings  pending,  or to  the  best  of  the  Contributor's
         knowledge,  threatened asserting insolvency of such Customer; there has
         been no  other  material  default,  breach  or  violation  and no event
         permitting  acceleration  under  such  Lease  Contract;  there  are  no
         proceedings  pending,  or to the best of the  Contributor's  knowledge,
         threatened,  wherein  such  Customer  or any  governmental  agency  has
         alleged that such Lease Contract is illegal or unenforceable;  and none
         of the related Scheduled  Payments are subject to any set-off or credit
         of any kind.

                  (vii) The Lease  Contract  is the valid,  binding  and legally
         enforceable   obligation  of  the  parties   thereto,   enforceable  in
         accordance with its terms,  subject,  as to enforcement,  to applicable
         bankruptcy,  insolvency,  reorganization  and  other  similar  laws  of
         general  applicability  relating  to  or  affecting  creditors'  rights
         generally  and to general  principles  of equity  regardless of whether
         enforcement is sought in a court of law or equity.

                  (viii) Within three  Business  Days of the Closing  Date,  all
         actions, filings (including UCC filings) and recordings as are required
         by the Indenture and that may be necessary to perfect a first  priority
         security interest of the Issuer and the Trustee in, or the contribution
         by the  Contributor to the Issuer of, the Lease  Contract,  the related
         Lease Receivables and the related Equipment (except with respect to the
         security interest in Equipment relating to Lease Contracts which had an
         initial  balance of less than $15,000)  being  acquired  hereunder have
         been accomplished and are in full force and effect.

                  (ix) The  Lease  Contract  being  acquired  by the  Issuer  is
         identical  to one of the form  lease  contracts  attached  as Exhibit A
         hereto, except for such immaterial modifications or deviations from the
         form lease  contract  which appear in such Lease  Contract or which may
         appear  in a future  form  Lease  Contract  of the  Contributor,  which
         immaterial modifications or deviations will not have a material adverse
         effect on the Holders of the Notes.

<PAGE>

                  (x) The Lease  Contract was  originated by the  Contributor in
         the   Contributor's   ordinary   course  of  business   and  meets  the
         Contributor's  credit rating  system.  The  origination  and collection
         practices used by the Contributor  and any third-party  originator with
         respect to such Lease Contract have been in all respects legal, proper,
         prudent and customary in the equipment leasing and servicing business.

                  (xi) The Equipment  related to the Lease Contract was properly
         delivered  to the  Customer  in good  repair,  without  defects  and in
         satisfactory order and, to the best knowledge of the Contributor, is in
         proper  working  order as of the  related  Cut-Off  Date.  The  related
         Customer has accepted the Equipment  leased to it and, after reasonable
         opportunity  to inspect and test such  Equipment,  has not notified the
         Contributor of any defects therein.

                  (xii) The Lease  Receivable is under a Lease Contract that has
         an original  term to the last  Scheduled  Payment Date of not more than
         eighty (80) months and not less than 1 month,  and a Lease Contract may
         have a remaining  term of more than  thirty-nine  (39) months  provided
         that no more than 39  payments  of such Lease  Contract  are  Scheduled
         Payments.

                  (xiii) The Lease  Contract  obligates the related  Customer to
         make all  Scheduled  Payments  thereunder in full  notwithstanding  the
         collection  by the lessor of a security  deposit with respect  thereto.
         The calculation of the Implicit  Principal Balance of the related Lease
         Receivable does not include any security  deposits or advance  payments
         collected  by or on behalf of the Lessor which are applied to Scheduled
         Payments.

                  (xiv) The  Customer  does not lease such  Equipment to a third
         party.

                  (xv) All requirements of applicable  federal,  State and local
         laws, and regulations thereunder,  including, without limitation, usury
         laws, if any, in respect of the Lease  Contract have been complied with
         in all  material  respects,  and such Lease  Contract  complied  in all
         material  respects  at the  time  it was  originated  or  made  and now
         complies in all material  respects with all legal  requirements  of the
         jurisdiction in which it was originated.

                  (xvi) With the sole exception of the Customer's right to quiet
         enjoyment,  each Lease  Contract  is not and will not be subject to any
         right of rescission,  set-off,  counterclaim or defense,  including the
         defense of usury,  whether arising out of transactions  concerning such
         Lease  Contract or otherwise,  and the operation of any of the terms of
         such Lease Contract or the exercise by the  Contributor or the Customer
         of any right  under such  Lease  Contract  will not  render  such Lease
         Contract  unenforceable  in  whole  or in  part,  and no such  right of
         rescission,  set-off,  counterclaim  or  defense,  including  a defense
         arising out of a breach of the Customer's  right of quiet  enjoyment of
         the related Equipment,  has been asserted with respect thereto,  except
         that certain  rights or defenses may exist under  applicable law which,
         individually or in the aggregate, do not make the remedies available to
         the Contributor with respect to such Lease Contract  inadequate for the
         practical realization of the benefits provided thereby.
<PAGE>

                  (xvii) Each of the Contributor and any third-party  originator
         has duly fulfilled all obligations on the lessor's part to be fulfilled
         under or in  connection  with the Lease  Contract,  including,  without
         limitation,  giving any  notices or  consents  necessary  to effect the
         acquisition  of the Lease  Assets by the Issuer and has done nothing to
         impair the rights of the Issuer in such Lease Contract or payments with
         respect thereto.

                  (xviii) The Lease Contract and the related  Equipment have not
         been sold,  transferred,  assigned or pledged by the Contributor to any
         Person  other than the Issuer  (except for such  interests in the Lease
         Assets which shall be terminated on or prior to the Closing Date or the
         Subsequent  Transfer  Date),  and upon execution and delivery hereof by
         the  Contributor,  the assumption by the Issuer of the related Existing
         Indebtedness  and the issuance of the Common Stock by the Issuer to the
         Contributor,  the Issuer will have all of the right, title and interest
         in and to the  Contributor's  interest  in  such  Lease  Contract,  the
         related Lease Receivables and the related Equipment,  free and clear of
         all liens and  encumbrances,  except for the  interests of the Customer
         pursuant  to such  Lease  Contract.  Such Lease  Contract  has not been
         satisfied, subordinated or rescinded.

                  (xix) The Lease Contract  requires that the Customer  maintain
         the related  Equipment in working  condition,  reasonable wear and tear
         excepted, in accordance with the manufacturers' specifications and that
         the Customer  obtain and maintain  physical damage  insurance  covering
         such  Equipment.  Insurance  coverage  required to be maintained by the
         Customer under such Lease Contract,  if any, is of a type customary for
         the equipment covered thereby and consistent with industry practice for
         monitoring compliance thereof; such insurance coverage is in full force
         and  effect,  provided,  however,  the  Contributor  may  provide  such
         insurance  coverage  through its corporate  blanket  insurance  policy,
         which policy is in full force and effect.  With respect to such a Lease
         Contract,  the  Contributor  has named the Issuer as a "loss  payee" on
         such blanket policy.

                  (xx) The Contributor has no specific  knowledge that the Lease
         Contract will not be fully performed in accordance with its terms.

                  (xxi) No lessee under the Lease  Contract is the United States
         of America  or any state or local  government  thereof  or any  agency,
         department  or  instrumentality  of the United States of America or any
         state or local government thereof.

                  (xxii) [Reserved].

                  (xxiii) The  Equipment  relating to the Lease  Contract is not
         the   subject  of  any   cross-collateralization   or  other   security
         arrangement unless all lease contracts applicable to such equipment are
         Lease     Contracts    and    all    such     collateral    for    such
         cross-collateralization  or other security arrangement has been pledged
         by the Contributor to the Issuer pursuant to this Agreement.

                  (xxiv) The Customer has made the first payment  (which payment
         may be an advance  payment  under such  Lease  Contract)  due under the
         Lease Contract within the time set forth in such Lease Contract.

                  (xxv) The  related  Equipment  and the  related  Customer  are
         located in the United  States of  America,  and the  related  Scheduled
         Payments are payable in U.S.
         dollars.

                  (xxvi) The related Scheduled  Payments were established at the
         time such Lease Contract was originated.

                  (xxvii) No Customer is an individual person.

                  (xxviii)  The  related  Equipment  is located at the  location
         specified in such Lease Contract.

                  (xxix)  To  the  best  of  the  Contributor's  knowledge,  the
         Customer has not subleased any of the related Equipment.
<PAGE>

                  (xxx)  There are no  unpaid  brokerage  or other  fees owed to
         third parties relating to the origination of the Lease Contract.

         (b) As to the aggregate pool of Lease  Contracts as of the Closing Date
and  as of  the  Subsequent  Transfer  Date  (including  those  Lease  Contracts
contributed to the Issuer on such Subsequent Transfer Date):

                  (i) The Implicit  Principal  Balance of any Lease  Receivable,
         together with the Implicit  Principal Balances of any Lease Receivables
         relating  to  any  Lease   Contracts  to  the  same  Customer  and  its
         Affiliates,  shall not account for more than three  percent (3%) of the
         Aggregate Implicit Principal Balance.

                  (ii)  The  Contributor  used  no  selection   procedures  that
         identified the Lease Contracts as being less desirable or valuable than
         other comparable equipment leases owned by the Contributor.

         (c) As to the  Contributor  as of the Closing  Date and the  Subsequent
Transfer Date:

                  (i) The  Contributor  has been duly  organized  and is validly
         existing and in good  standing as a  corporation  under the laws of the
         State of  Minnesota  with  corporate  power  and  authority  to own its
         properties and to transact the business in which it is now engaged, and
         the  Contributor  is duly  qualified  to do  business in and is in good
         standing  under the laws of each  state in which any  Equipment  or any
         Customer is located or is not required  under  applicable law to effect
         such qualification, except where failure to so qualify would not have a
         material  adverse  effect on the ability of the  Contributor to perform
         its obligations under the Transaction  Documents or on any of the Lease
         Contracts,  the Lease Receivables or the Equipment or on the ability of
         the  Contributor,  the Issuer or the Trustee to realize upon or enforce
         the same.

                  (ii) The  performance of the  obligations  of the  Contributor
         under  this  Agreement  and the  other  Transaction  Documents  and the
         consummation of the transactions  herein and therein  contemplated will
         not  conflict  with or  result  in any  breach  of any of the  terms or
         provisions of, or constitute with or without  notice,  lapse of time or
         both, a default  under the Articles of  Incorporation  or Bylaws of the
         Contributor,  or any material indenture,  agreement,  mortgage, deed of
         trust or other  instrument  to which the  Contributor  is a party or by
         which it is bound, or result in the creation or imposition of any lien,
         charge or  encumbrance  (except  the lien  created  by the  Transaction
         Documents)  upon  any of the  property  or  assets  of the  Contributor
         pursuant to the terms of such  indenture,  mortgage,  deed of trust, or
         other agreement or instrument to which the Contributor is a party or by
         which the  Contributor  is bound or to which  any of the  Contributor's
         property  or assets is  subject,  nor will  such  action  result in any
         violation  of  the   provisions  of  the   Contributor's   Articles  of
         Incorporation or Bylaws or any statute or any order, rule or regulation
         of any court or any regulatory  authority or other governmental  agency
         or  body  having  jurisdiction  over  the  Contributor  or  any  of its
         properties;   and   no   consent,   approval,   authorization,   order,
         registration or  qualification of or with or other action of any court,
         regulatory  authority or other governmental  agency or body is required
         for consummation of the transactions contemplated by this Agreement and
         the other  Transaction  Documents  except such consents,  approvals and
         authorizations  which  have  been  obtained  or such  registrations  or
         qualifications which have been made.

                  (iii) This  Agreement  and any other  Transaction  Document to
         which the  Contributor is a party have been duly  authorized,  executed
         and delivered by the Contributor by all necessary  corporate action and
         such  agreements are the valid and legally  binding  obligations of the
         Contributor,  enforceable  against the  Contributor in accordance  with
         their  respective  terms,  subject  as  to  enforcement  to  applicable
         bankruptcy,  insolvency,  reorganization  and  other  similar  laws  of
         general  applicability  relating  to  or  affecting  creditors'  rights
         generally  and to general  principles  of equity  regardless of whether
         enforcement is sought in a court of law or equity.
<PAGE>

                  (iv) The Contributor  Address is the chief  executive  office,
         principal place of business and the office where the Contributor  keeps
         its records  concerning the Lease Contracts,  Lease Receivables and the
         related Equipment.  Except as set forth in the Disclosure Schedule, the
         Contributor has not used any address other than the Contributor Address
         in the previous  five-year period.  The Contributor's  legal name is as
         set forth in this  Agreement.  Except  as set  forth in the  Disclosure
         Schedule, the Contributor has not used or done business under any other
         name in the previous five-year period.

                  (v) The  Contributor  does not  believe,  nor does it have any
         reasonable  cause to  believe,  that it cannot  perform  each and every
         covenant contained in this Agreement.

                  (vi)  The   transactions   contemplated   by  the  Transaction
         Documents are being  consummated  by the  Contributor in furtherance of
         its ordinary business purposes, with no contemplation of insolvency and
         with no intent to hinder, delay or defraud any of its present or future
         creditors.

                  (vii) The consideration  received by the Contributor  pursuant
         to  this  Agreement  is  fair  consideration  having  value  reasonably
         equivalent  to or in  excess  of the  value of the  performance  of the
         Contributor's obligations hereunder.

                  (viii) Neither on the date of the transactions contemplated by
         the  Transaction   Documents  or  immediately   before  or  after  such
         transactions,   nor  as  a  result  of  the   transactions,   will  the
         Contributor:

                           (A) be  insolvent  such  that the sum of its debts is
                  greater  than  all  of  its  respective  property,  at a  fair
                  valuation;

                           (B) be engaged in, or about to engage in, business or
                  a  transaction  for  which  any  property  remaining  with the
                  Contributor  will  be an  unreasonably  small  capital  or the
                  remaining assets of the Contributor will be unreasonably small
                  in relation to its respective business or the transaction; and

                           (C) have  intended  to incur,  or  believed  it would
                  incur,  debts that would be beyond its  respective  ability to
                  pay as such  debts  mature or become  due.  The  Contributor's
                  assets and cash flow enable it to meet its present obligations
                  in the ordinary course of business as they become due.

                  (ix)  Both  immediately  before  and  after  the  transactions
         contemplated by the Transaction  Documents (a) the present fair salable
         value  of the  Contributor's  assets  was or will be in  excess  of the
         amount that will be required to pay its  probable  liabilities  as they
         then exist and as they become absolute and matured;  and (b) the sum of
         the  Contributor's  assets was or will be  greater  than the sum of its
         debts, valuing its assets at a fair salable value.

                  (x) The acquisition of the Lease Assets by the Issuer pursuant
         to this  Agreement  is not  subject  to the bulk  transfer  laws or any
         similar statutory provisions in effect in any applicable jurisdiction.

                  (xi) Except as set forth in the Disclosure Schedule, there are
         no  proceedings or  investigations  pending or, to the knowledge of the
         Contributor,  threatened  against or affecting  the  Contributor  in or
         before any court, governmental authority or agency or arbitration board
         or tribunal  (including,  but not limited  to, any such  proceeding  or
         investigation  with  respect to any  environmental  or other  liability
         resulting  from the  ownership or use of any of the related  Equipment)
         which,  individually  or in the aggregate,  involve the  possibility of
         materially and adversely affecting the properties, business, prospects,
         profits or condition  (financial or otherwise) of the  Contributor,  or
         the ability of the  Contributor to perform its  obligations  under this
         Agreement or the other Transaction Documents. The Contributor is not in
         default with respect to any order of any court,  governmental authority
         or agency or arbitration board or tribunal.
<PAGE>

                  (xii) All tax  returns or  extensions  required to be filed by
         the Contributor in any  jurisdiction  have in fact been filed,  and all
         taxes,  assessments,  fees  and  other  governmental  charges  upon the
         Contributor,  or  upon  any of the  respective  properties,  income  or
         franchises  shown to be due and payable on such returns  have been,  or
         will be,  paid.  All  such tax  returns  are true and  correct  and the
         Contributor has no knowledge of any proposed  additional tax assessment
         against  it in any  material  amount  nor of any  basis  therefor.  The
         provisions for taxes on the books of the  Contributor are in accordance
         with generally accepted accounting principles.

                  (xiii) The  Contributor  (a) is not in  violation of any laws,
         ordinances,  governmental  rules or regulations to which it is subject,
         (b) has not failed to obtain any licenses, permits, franchises or other
         governmental  authorizations necessary to the ownership of its property
         or to the conduct of its  business,  and (c) except as set forth in the
         Disclosure  Schedule is not in violation in any material respect of any
         term of any agreement, charter instrument, bylaw or instrument to which
         it is a party or by which it may be bound,  which  violation or failure
         to obtain  as set forth in items  (a)-(c)  might  materially  adversely
         affect the  business  or  condition  (financial  or  otherwise)  of the
         Contributor.

                  (xiv)  The  Contributor  and  the  Issuer  are  members  of an
         affiliated group, within the meaning of Section 1504 of the Code, which
         has filed and will continue to file a  consolidated  federal income tax
         return  until  termination  of  the  Transaction  Documents,   and  the
         Contributor  and the Issuer  shall each pay their pro rata share of all
         taxes shown thereon.

                  (xv) It is the  intention  of the  Contributor  that the Lease
         Assets  are  being or have been  acquired  by the  Issuer  and that the
         beneficial  interest  in and title to the Lease  Assets are not part of
         the  Contributor's  estate in the event of the  filing of a  bankruptcy
         petition by or against the Contributor under any bankruptcy law.

                  (xvi) Immediately prior to the acquisition of the Lease Assets
         by the Issuer pursuant to this Agreement,  the Contributor was the sole
         owner of such  Lease  Assets at such  time and had good and  marketable
         title  thereto,  free and clear of all liens,  claims and  encumbrances
         (except for the Lease Acquisition  Consideration and security interests
         in the  Lease  Assets  which  shall  be  terminated  on or prior to the
         Closing Date or the Subsequent  Transfer Date, as the case may be); and
         the  acquisition of the Lease Assets by the Issuer does not violate the
         terms  or  provisions  of  any  Lease  Contract  or  applicable  Vendor
         Agreement.

                  (xvii)  Upon  the   issuance  of  the  Common   Stock  to  the
         Contributor  in  accordance  with  the  terms  of this  Agreement,  the
         Contributor  will be the  registered  owner  of all of the  issued  and
         outstanding  common stock of the Issuer, all of which Common Stock will
         be validly issued,  fully paid and  nonassessable  and owned of record,
         free  and  clear  of  all  mortgages,  assignments,  pledges,  security
         interests, warrants, options and rights to purchase.

                  (xviii) The  Contributor  will treat the transfer of the Lease
         Assets as a  contribution  to the Issuer for  federal,  State and local
         income tax reporting and accounting purposes.

                  (xix)  The  transfer  of the  Lease  Assets  pursuant  to this
         Agreement  constitutes  the valid  transfer by the  Contributor  to the
         Issuer of all of the  Contributor's  right,  title and  interest in the
         Lease Assets.

                  (xx)  The   Contributor   has  valid   business   reasons  for
         contributing  the Lease Assets to the Issuer pursuant to this Agreement
         rather than obtaining a Loan secured by the Lease Assets.
<PAGE>

                  (xxi) The Contributor will be operated  generally so as to not
         be substantively consolidated with the Issuer.

                  (xxii)  No event  has  occurred  that  adversely  affects  the
         Contributor's  ability to perform the transactions  contemplated by the
         Transaction Documents.

                  (xxiii) Each pension plan or profit  sharing plan to which the
         Contributor  is a party has been fully  funded in  accordance  with the
         obligations of the Contributor as set forth in such plan.

         Section 3.02.  Representations and Warranties of the Issuer. The Issuer
hereby makes the following representations and warranties for the benefit of the
Trustee and Holders of the Notes,  on which the  Contributor  relies in entering
into this  Agreement  with the Issuer and on which the Holders of the Notes rely
in purchasing the Notes;  such  representations  and warranties  speak as of the
Closing Date and the Subsequent  Transfer Date unless otherwise  indicated,  but
shall survive any subsequent transfer, assignment, contribution or conveyance of
the Lease Assets or any part thereof:

                  (a) The Issuer has been duly organized and is validly existing
         in good  standing  as a  corporation  under  the  laws of the  State of
         Minnesota,  with corporate  power and authority to own its  properties,
         perform its obligations under the Transaction Documents and to transact
         the  business  in which it is now  engaged or in which it  proposes  to
         engage;  the Issuer is duly  qualified  to do  business  and is in good
         standing in each state in which the nature of its business  requires it
         to be so qualified, except where failure to so qualify would not have a
         material  adverse  effect on the  ability of the Issuer to perform  its
         obligations under the Transaction Documents.

                  (b)  The  transfer  to  and  receipt  by  the  Issuer  of  the
         Contributor's  interest in the Lease Contracts,  the Lease  Receivables
         and  the  related   Equipment   pursuant  to  this  Agreement  and  the
         consummation  of  the  transactions  contemplated  herein  and  in  the
         Transaction Documents will not conflict with or result in breach of any
         of the terms or provisions of, or constitute  (with or without  notice,
         lapse of time or both) a default under the Articles of Incorporation or
         Bylaws of the Issuer or any material  indenture,  agreement,  mortgage,
         deed of trust or other  instrument to which the Issuer is a party or by
         which it is bound, or result in the creation or imposition of any lien,
         charge or  encumbrance  (except for the lien created by the  Indenture)
         upon any of the property or assets of the Issuer  pursuant to the terms
         of, such  indenture,  mortgage,  deed of trust,  or other  agreement or
         instrument to which the Issuer is a party or by which it is bound or to
         which any of the property or assets of the Issuer is subject,  nor will
         such action result in any  violation of the  provisions of the Articles
         of  Incorporation  or Bylaws of the Issuer or any statute or any order,
         rule or  regulation  of any  court  or  regulatory  authority  or other
         governmental  agency or body having jurisdiction over the Issuer or any
         of its  properties;  and no consent,  approval,  authorization,  order,
         registration or  qualification of or with or other action of any court,
         regulatory  authority or other governmental  agency or body is required
         for the acquisition of the Lease Assets hereunder.

                  (c) The  Transaction  Documents to which the Issuer is a party
         have been duly authorized,  executed and delivered by the Issuer by all
         necessary  corporate  action and constitute  valid and legally  binding
         obligations of the Issuer enforceable  against the Issuer in accordance
         with their terms, subject as to enforcement to bankruptcy,  insolvency,
         reorganization and other similar laws of general applicability relating
         to or affecting  creditors' rights generally and to general  principles
         of equity  regardless  of whether  enforcement  is sought in a court of
         equity or law.

                  (d) There are no  proceedings or  investigations  to which the
         Issuer  is a  party  pending  or,  to  the  knowledge  of  the  Issuer,
         threatened, before any court, regulatory body, administrative agency or
         other  tribunal  or  governmental  instrumentality  (a)  asserting  the
         invalidity  of this  Agreement,  (b) seeking to prevent the issuance of
         the Notes or the consummation of any of the  transactions  contemplated
         by this  Agreement,  or (c)  seeking any  determination  or ruling that
         would  materially and adversely affect the performance by the Issuer of
         its  obligations  under,  or the  validity or  enforceability  of, this
         Agreement.


<PAGE>

                  (e) All approvals,  authorizations,  consents, orders or other
         actions of any Person or of any court,  governmental  agency or body or
         official,  required in  connection  with the  execution and delivery of
         this  Agreement,  have been or will be taken or obtained on or prior to
         the Closing Date.

                  (f) The Issuer Address is the principal  place of business and
         chief executive office of the Issuer.

         Section 3.03. Purchase or Substitution  Required upon Breach of Certain
Representations and Warranties.  Upon discovery by the Contributor or the Issuer
of the breach of any  representations or warranties set forth in Section 3.01 or
3.02  hereof  which  materially  and  adversely  affects  the  value  of a Lease
Contract,  Lease  Receivable,  the related  Equipment,  or the  interests of the
Holders of the Notes, or a breach of any of the  representations  and warranties
set forth in Sections  3.01(a)(ii),  3.01(a)(v),  3.01(a)(vii) or 3.01(a)(xviii)
hereof,  the party  discovering  such breach shall give prompt written notice to
the other party.  The Contributor  shall,  within thirty (30) days from the date
the Contributor was notified of, or otherwise discovers,  such breach, cure such
breach,  or, (1) if the breach relates to a particular Lease Contract and is not
cured,  either (a) purchase the Issuer's interest in such Lease Contract and the
related Lease  Receivable from the Issuer at the Purchase Price or (b) provide a
Substitute  Lease Contract or (2) if the breach relates to a  representation  or
warranty  set  forth  in  Section  3.01(b)  as a whole  and is not  cured by the
Contributor,  either (a) purchase the Issuer's  interest in such  non-conforming
Lease Contracts and the related Lease Receivables from the Issuer or (b) provide
Substitute Lease Contracts as set forth above, so that the  representations  and
warranties with respect to the selection criteria are correct, as evidenced by a
certificate of an officer of the Contributor to the Trustee.  The Purchase Price
for a purchased Lease Contract shall be paid, and any Substitute  Lease Contract
shall be delivered,  by the Contributor to the Issuer in accordance with Section
3.04(c)  hereof.  It is  understood  and  agreed  that  the  obligation  of  the
Contributor to cure or purchase or replace any Lease Contract as to which such a
breach has occurred  shall  constitute  the sole remedy  respecting  such breach
available  to the Issuer,  the Holders of Notes or the Trustee on behalf of such
Holders  (except for any  indemnities  provided under Section  4.01(j) hereof or
under the Indenture) for any losses,  claims,  damages and  liabilities  arising
from the  Issuer's  interest  in such Lease  Contract  or the  inclusion  of the
Issuer's interest in such Lease Contract in the Trust Estate.

         Section  3.04.  Requirements  for  Purchase  or  Substitution  of Lease
Contracts.  (a) If the Contributor is required to purchase the Issuer's interest
in any Lease  Contract  and the related  Lease  Receivables  under  Section 3.03
hereof or if the Issuer is required or elects to purchase the Trustee's interest
in any Lease  Contract and the related Lease  Receivables  under Section 3.10 of
the Servicing Agreement, such Lease Contract and related Lease Receivables shall
be purchased by the  Contributor at the Purchase  Price.  All purchases shall be
accomplished at the times specified in subsection (c) below.

         (b) If the  Contributor  is required to substitute  any Lease  Contract
under Section 3.03 hereof,  or if the Issuer is required or elects to substitute
the Issuer's  interest in any Lease  Contract and the related  Lease  Receivable
under Section 3.10 of the Servicing  Agreement (a "Substitute  Lease Contract"),
each such  Substitute  Lease Contract  shall (i) be an Eligible Lease  Contract;
(ii) be with  respect  to types of  Equipment  represented  in the pool of Lease
Contracts delivered on the date the Substitute Lease Contract is conveyed to the
Issuer,  and have Customers in the  industries  represented in the pool of Lease
Contracts  on such date;  (iii) be with a Customer  whose  credit is equal to or
better than that of the Customer  under the withdrawn  Lease  Contract;  (iv) be
written  on one of the  standard  lease  forms  attached  as  Exhibit  A to this
Agreement;   (v)  be   accompanied   by  (A)  a  supplement  to  this  Agreement
substantially  in the form of Annex A hereto  subjecting  such Lease Contract to
the  provisions  hereof and  providing  with  respect to such  Substitute  Lease
Contract the information  required in the Lease Schedule and (B) evidence of the
UCC  filings  required  as set  forth in the  Indenture;  and (vi) not have been
selected using  procedures  that  identified  the Lease  Contracts as being less
desirable  or  valuable  than other  comparable  equipment  leases  owned by the
Contributor.  In addition,  (i) such  Substitute  Lease  Contracts shall have an
Implicit  Principal  Balance  calculated as of the date of substitution at least
equal to the Implicit  Principal  Balance of the Lease Contracts being withdrawn
(the "Substitution  Criterion") and (ii) the  representations and warranties set
forth in Sections  3.01 and 3.02 shall be true and correct  with respect to such
Substitute  Lease Contract and the aggregate  pool of Lease  Contracts as of the
date such Substitute Lease Contract is conveyed to the Issuer.
<PAGE>

         A Substitute  Lease Contract may have  scheduled  payments that are due
after the last day of the month preceding the Stated Maturity of the Notes,  but
such  payments  shall  not  be  counted  in  any  Implicit   Principal   Balance
computation.  Upon a  substitution  as described in this  Section  3.04(b),  the
Contributor  shall also pay any past due lease payments not received through the
Calculation Date preceding the date on which the substitution  occurs.  Upon the
substitution of any Substitute Lease Contract pursuant to the provisions of this
Section  3.04(b),  the  Contributor  hereby  agrees that such  Substitute  Lease
Contract will be subject to all the terms and provisions of this Agreement,  the
Servicing  Agreement and the Indenture just as if such Substitute Lease Contract
had been one of the original Lease Contracts  acquired on the Closing Date. Upon
the  substitution  of a  Substitute  Lease  Contract  pursuant  to this  Section
3.04(b),  the Issuer and the  Contributor  shall also comply with the provisions
and  limitations  set  forth  in  the  Indenture.  All  substitutions  shall  be
accomplished at the time specified in subsection (c) below.

         (c) Any purchase or substitution of a Lease Contract by the Contributor
in  accordance  with  Section  3.03 hereof or this Section 3.04 or by the Issuer
under Section 3.10 of the Servicing Agreement shall be made either by remittance
of the Purchase Price to the Servicer for deposit into the Collection Account in
accordance with Section 3.03(a) of the Servicing Agreement or by substitution of
a Substitute  Lease Contract,  as applicable,  within one Business Day following
the expiration of the cure period set forth in Section 3.03 hereof.

         (d) Any voluntary  purchase or  substitution of a Lease Contract by the
Issuer  pursuant to the terms of the  Servicing  Agreement  or  Indenture in the
event of a  default,  delinquency  or  modification  with  respect to such Lease
Contract shall satisfy the same requirements for a purchase or substitution,  as
the case may be, as are set forth in this Section 3.04.

                                    Article 4

                                    Covenants

         Section 4.01. Contributor  Covenants.  The Contributor hereby covenants
and agrees with the Issuer as follows:

         (a) Except as hereinafter  provided,  the Contributor will keep in full
effect its existence,  rights and  franchises as a corporation,  and will obtain
and preserve its  qualification to do business as a foreign  corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and  enforceability of this Agreement or any of the Lease Contracts and
to perform its duties  hereunder.  Any person into which the  Contributor may be
merged or consolidated, or to whom the Contributor has sold substantially all of
its  assets,  or any  corporation  resulting  from  any  merger,  conversion  or
consolidation  to  which  the  Contributor  shall  be a  party,  or  any  Person
succeeding  to the  business of the  Contributor  shall be the  successor of the
Contributor  hereunder,  without  the  execution  or  filing of any paper or any
further act on the part of any of the  parties  hereto,  anything  herein to the
contrary notwithstanding; provided, however, that (v) the Contributor shall have
obtained  the prior  written  consent of the  Holders of at least a majority  in
principal  amount of the Notes,  (w)  immediately  after  giving  effect to such
transaction,  no  representation  or warranty made  pursuant to Section  3.01(c)
hereof shall have been  breached,  (x) such  successor  executes an agreement of
assumption,  in form reasonably  satisfactory  to the Trustee,  to perform every
obligation under this Agreement, (y) the Contributor shall have delivered to the
Issuer a certificate of an officer of the  Contributor and an Opinion of Counsel
each stating that such  consolidation,  merger, or succession and such agreement
of assumption complies with this Section 4.01 and that all conditions precedent,
if any,  provided for in this Agreement  relating to such  transaction have been
complied  with,  and (z) the  Contributor  shall have delivered to the Issuer an
Opinion of Counsel either (1) stating that, in the opinion of such counsel,  all
financing  statements and  continuation  statements and amendments  thereto have
been  executed  and filed that are  necessary  fully to preserve and protect the
interest of the Issuer in the Lease  Contracts  and reciting the details of such
filings,  or (2) stating that,  in the opinion of such  counsel,  no such action
shall be necessary to preserve and protect such interest.

         (b)  Neither  the  Contributor  nor  any  of the  directors,  officers,
employees  or agents of the  Contributor  shall be under  any  liability  to the
Issuer,  the  Trustee  or the  Holders  of  Notes  for any  action  taken or for
refraining  from  the  taking  of any  action  in good  faith  pursuant  to this
Agreement,  or for  errors  in  judgment  not  involving  recklessness  or gross
negligence;  provided,  however,  that  this  provision  shall not  protect  the
Contributor against any breach of warranties or representations  made herein, or
failure to perform its obligations in strict compliance with this Agreement,  or
any  liability  which would  otherwise be imposed by reason of any breach of the
terms and  conditions  of this  Agreement.  The  Contributor,  and any director,
officer,  employee  or agent of the  Contributor,  may rely in good faith on any
document of any kind prima facie  properly  executed and submitted by any Person
respecting any matters arising hereunder. The Contributor shall not be under any
obligation  to appear  in,  prosecute,  or defend any legal  action  that is not
incidental to its  obligations as the contributor of the Lease Assets under this
Agreement and that in its opinion may involve it in any expense or liability.

         (c) The Contributor will from time to time, at its own expense, execute
and  file  such  additional   financing   statements   (including   continuation
statements)  as may be necessary to preserve  the security  interests  and liens
described in Section  3.01(a)(viii)  hereof and are reasonably  satisfactory  in
form and substance to the Issuer.

<PAGE>

         (d) The  Contributor  will not change its name,  identity or  corporate
structure in any manner that would, could, or might make any financing statement
or continuation  statement  misleading within the meaning of section 9-402(7) of
the UCC,  unless it shall have given the Issuer and the Trustee at least  thirty
(30) days' prior written notice thereof.

         (e) The  Contributor  will give the  Issuer  and the  Trustee  at least
thirty  (30) days'  prior  written  notice of any  relocation  of its  principal
executive office if, as a result of such relocation,  the applicable  provisions
of the UCC would  require the filing of any  amendment of any  previously  filed
financing or continuation statement or of any new financing statement.

         (f) The Contributor will duly fulfill all obligations on its part to be
fulfilled under or in connection  with each Lease  Contract,  will not change or
modify the terms of the Lease  Contracts  except as  expressly  permitted by the
terms of the  Transaction  Documents and will do nothing to impair the rights of
the Issuer or the Trustee in the Lease  Assets.  In the event that the rights of
the Contributor under any Lease Contract, any guaranty of the related Customer's
obligations under any Lease Contract, or any Insurance Policy are not assignable
to the Issuer, the Contributor will enforce such rights on behalf of the Issuer.

         (g) The Contributor  will comply,  in all material  respects,  with all
material  acts,  rules,  regulations,  orders,  decrees  and  directions  of any
governmental  authority  applicable  to the Lease  Assets  or any part  thereof;
provided, however, that the Contributor may contest any act, regulation,  order,
decree or direction in any  reasonable  manner  which shall not  materially  and
adversely affect the rights of the Issuer or the Trustee in the Lease Assets.

         (h) The Contributor will advise the Issuer and the Trustee promptly, in
reasonable detail, of the occurrence of any breach by the Contributor  following
discovery  by the  Contributor  of such  breach  of any of its  representations,
warranties and covenants contained herein.

         (i) The Contributor will execute or endorse,  acknowledge,  and deliver
to the Issuer and the  Trustee  from time to time such  schedules,  confirmatory
assignments,  conveyances,  and other  reassurances or instruments and take such
further similar actions relating to the Lease Assets,  and the rights covered by
the Transaction  Documents,  as the Issuer or the Trustee may reasonably request
to preserve and maintain title to the Lease Assets and the rights of the Trustee
and the Holders of Notes therein against the claims of all persons and parties.

         (j) The  Contributor  agrees to  indemnify,  defend and hold the Issuer
harmless from and against any and all loss, liability,  damage, judgment, claim,
deficiency or expense (including interest, penalties, reasonable attorney's fees
and amounts paid in settlement)  that is caused by (i) a material  breach at any
time  by  the  Contributor  of its  representations,  warranties  and  covenants
contained in Section 3.01 hereof or this

         Section  4.01  or  (ii)  any  material  information  furnished  by  the
Contributor which is set forth in any schedule delivered hereunder, being untrue
in any  material  respect  when any  such  representation  was made or  schedule
delivered,  provided  that the  Contributor  shall not have any  liability  with
respect to a representation or warranty as to any specific Lease Contract, Lease
Receivable or related  Equipment  other than to purchase such Lease  Contract or
substitute for such Lease Contract in accordance with Section 3.03 hereof unless
such breach of  representation  or  warranty is the result of the  Contributor's
fraud, gross negligence,  bad faith or willful misconduct. The Contributor shall
also indemnify the Trustee and the Servicer for any cost or expenses incurred by
them in the  enforcement of this  Agreement.  The obligations of the Contributor
under this Section  4.01(j)  shall be considered to have been relied upon by the
Issuer  and shall  survive  the  execution,  delivery  and  performance  of this
Agreement,  regardless of any investigation  made by or on behalf of the Issuer,
until  termination of the Indenture.  If the  Contributor has made any indemnity
payments pursuant to this Section 4.01(j) and thereafter the recipient  collects
any of such  amounts  from  others,  such party will  promptly  repay the amount
collected to the Contributor, without interest.
<PAGE>

         (k)  The  Contributor   will  do  nothing  to  disturb  or  impair  the
acquisition hereunder by the Issuer of all of the Contributor's right, title and
interest in the Lease Assets.

         (l) The  Contributor  (i) will  (A)  maintain  its  books  and  records
separate from the books and records of the Issuer and (B) maintain bank accounts
separate  from those of the  Issuer  and (ii) will not (x) take any action  that
would  cause  the  dissolution  or  liquidation  of the  Issuer,  (y)  guarantee
(directly  or  indirectly),  endorse or  otherwise  become  contingently  liable
(directly or indirectly)  for the  obligations of the Issuer or (iii)  institute
against the Issuer, or join any other person in instituting  against the Issuer,
any case,  proceeding  or other action under any existing or future  bankruptcy,
insolvency or similar laws.  This  subsection  (1) shall survive  termination of
this Agreement.

         (m) The  Contributor  shall notify the Issuer and the Trustee  promptly
after becoming aware of any Lien on any Lease Asset.

         (n) On each date as of which the  Contributor  substitutes a Substitute
Lease Contract in accordance  with Section 3.03 hereof,  the  Contributor  shall
provide to the Issuer a supplement to this Agreement  substantially  in the form
of Annex A hereto  subjecting  such Lease Contract to the provisions  hereof and
providing  with  respect  to such  Substitute  Lease  Contract  the  information
required in the Lease Schedule.

         (o) The annual  financial  statements of the Contributor  will disclose
the effects of the  transactions  contemplated by the  Transaction  Documents in
accordance  with  generally  accepted  accounting   principles.   The  financial
statements of the  Contributor and the Issuer will also disclose that the assets
of the  Issuer  are not  available  to pay  creditors  of the  Contributor.  The
resolutions,   agreements  and  other  instruments  underlying  the  Transaction
Documents  will  be  continuously  maintained  by the  Contributor  as  official
records.

         (p) The  affiliated  group of which the  Contributor is a member within
the meaning of Section 1504 of the Code shall treat the Lease Assets as owned by
the Issuer for federal, State and local income tax purposes and shall include in
the  computation  of the  Issuer's  gross  income for such  purposes  any of the
Issuer's income from the Lease Assets.

         (q) The Contributor  will, at its own cost and expense,  (i) retain the
Electronic  Ledger as a master record of the Lease Contracts,  Lease Receivables
and  related  Equipment  and  copies of all  documents  relating  to each  Lease
Contract (other than the original executed Lease Contracts) as custodian for the
Issuer and other Persons,  if any, with interests in the Lease Contracts,  Lease
Receivables  and  related  Equipment  and (ii) mark the Lease  Contracts,  Lease
Receivables  and the Electronic  Ledger to the effect that the Lease  Contracts,
Lease Receivables and the related Equipment have been acquired by the Issuer and
that such Lease Contracts, Lease Receivables and the related Equipment have been
pledged,  transferred  and assigned to the Trustee by the Issuer pursuant to the
Indenture.
<PAGE>

         (r) The Contributor will perform the transactions  contemplated by this
Agreement in a manner that is consistent with the Issuer's ownership interest in
the Lease  Assets.  The  Contributor  will respond to all third party  inquiries
confirming the transfer of the Lease Assets to the Issuer.

         (s) The  Contributor  shall  immediately  transfer  to the  Trustee for
deposit in the Collection  Account any payment it receives relating to the Lease
Assets.

         (t) If the Contributor  shall, after the Closing Date, own or service a
lease that is  cross-collateralized  with a Lease Contract,  and the Contributor
forecloses  on the  collateral  relating to such lease,  the  Contributor  shall
repurchase such Lease Contract as if one of the  representations  and warranties
set forth in Section 3.01 had been breached.

         (u) The  Contributor  will not sell or otherwise  transfer the stock of
the Issuer to any other Person, nor will it merge or consolidate with the Issuer
or allow the Issuer to be merged into or  consolidated  with any Person  without
the  consent  of the  holders  of a majority  in  principal  amount of the Notes
Outstanding.

         Section 4.02. Issuer Covenants.  The Issuer hereby covenants and agrees
with the Contributor as follows:

         (a) The Issuer  hereby  acknowledges  and agrees that its rights in the
related  Equipment are expressly  subject to the rights of the related Customers
in  such  Equipment  pursuant  to the  applicable  Lease  Contract.  The  Issuer
covenants and agrees that, so long as a Customer  shall not be in default of any
of the provisions of the applicable  Lease Contract,  neither the Issuer nor any
assignee of the Issuer will disturb the Customer's quiet and peaceful possession
of the related  Equipment and the  Customer's  unrestricted  use thereof for its
intended purpose.

         (b) On each date as of which any interest in the Lease Contracts are to
be purchased or replaced by the Contributor pursuant to Section 3.03 hereof, the
Issuer shall submit to the Contributor an instrument of assignment assigning the
Issuer's  interest  in such Lease  Contract,  Lease  Receivable  and the related
Equipment to the Contributor,  signed by the president, senior vice president or
any vice  president  of the Issuer.  Each such  assignment  shall  operate as an
assignment, without recourse, representation, or warranty, to the Contributor of
all of the Issuer's  right,  title,  and interest in and to such Lease Contract,
Lease Receivable, related Equipment and any security documents relating thereto,
such  assignment  being an assignment  outright and not for  security,  and upon
payment of the Purchase Price or delivery of a Substitute  Lease  Contract,  the
Contributor  will  thereupon  own such  interest  in the Lease  Contract,  Lease
Receivable and all such security and documents,  free of any further  obligation
to the  Issuer  with  respect  thereto.  If in any  enforcement  suit  or  legal
proceeding it is held that the  Contributor  may not enforce a Lease Contract on
the ground that it is not a real party in interest or holder entitled to enforce
the Lease Contract,  the Issuer shall, at the Issuer's expense,  take such steps
as the Issuer deems necessary to enforce the Contract,  including  bringing suit
in the Issuer's name.
<PAGE>

         (c) The Issuer warrants that, except as contemplated by the Transaction
Documents,  it will have ownership of the Equipment and that it will warrant and
defend  title  to  the  Equipment  against  all  Persons,   claims  and  demands
whatsoever.  The Issuer shall not assign,  sell, pledge, or exchange,  or in any
way encumber or otherwise dispose of the Equipment, except as contemplated by or
permitted under the Transaction Documents.

         Section 4.03.  Assignment of Lease Assets. The Contributor  understands
that the Issuer will  assign to and grant to the Trustee a security  interest in
the Lease Assets.  The Contributor  consents to such  assignments and grants and
further agrees that all  representations,  warranties,  covenants and agreements
the  Contributor  made herein  shall also be for the benefit of and inure to the
Issuer, the Trustee and all Holders from time to time of the Notes.

                                    Article 5

                              Conditions Precedent

         Section 5.01. Conditions to the Issuer's  Obligations.  The obligations
of the  Issuer  to  execute  and  deliver  the  Lease  Asset  Assignment  to the
Contributor  on the  Closing  Date  pursuant  to, and  perform  its  obligations
pursuant  to,  this  Agreement  shall  be  subject  to the  satisfaction  of the
following conditions:

         (a) All representations and warranties of the Contributor  contained in
Sections 3.01(b) and 3.01(c) hereof and all  information  provided in the Lease
Schedule shall be true and correct on the Closing Date,  with the same effect as
though such  representations  and warranties had been made on such date, and the
Contributor  shall have  delivered to the Issuer,  the Trustee and each original
purchaser of Notes an Officer's Certificate to such effect;

         (b) All representations and warranties of the Contributor  contained in
Section  3.01(a)  hereof  shall be true and  correct  on the  Closing  Date with
respect  to the Lease  Contracts  listed on the  Lease  Schedule,  with the same
effect as though such representations and warranties had been made on such date,
and the  Contributor  shall have  delivered to the Issuer,  the Trustee and each
original purchaser of Notes an Officer's Certificate to such effect;

         (c)  The  Contributor   shall  have  delivered  all  other  information
theretofore  required or  reasonably  requested by the Issuer to be delivered by
the Contributor hereunder, duly certified by an officer of the Contributor,  and
the  Contributor  shall  have  substantially  performed  all  other  obligations
required  to be  performed  as of the  Closing  Date by the  provisions  of this
Agreement;

         (d) On or  prior  to the  Closing  Date,  the  Contributor  shall  have
delivered the Lease  Contracts  identified in the Lease  Schedule to the Trustee
and,  subject to Section  2.04  hereof,  there shall have been made all filings,
recordings and/or registrations,  and there shall have been given, or taken, any
notice or any other  similar  action,  as may be necessary in the opinion of the
Issuer, in order to establish and preserve the right,  title and interest of the
Issuer in such Lease Contracts and the other Lease Assets;

         (e) On or before the Closing  Date,  the Issuer,  the  Servicer and the
Trustee shall have entered into the Servicing Agreement;

         (f) The Notes  shall be issued and sold on the  Closing  Date,  and the
Issuer  shall  receive the full  consideration  due it upon the  issuance of the
Notes,  the  Issuer  shall  have  applied  such  consideration,  to  the  extent
necessary, to pay the related Existing Indebtedness; and
<PAGE>

         (g) The  Contributor  shall have executed and delivered the Lease Asset
Assignment.

         Section  5.02.  Conditions  to  the  Contributor's   Obligations.   The
obligations  of the  Contributor  to execute and deliver to the Issuer the Lease
Asset Assignment,  and perform it obligations pursuant to, this Agreement on the
Closing Date shall be subject to the satisfaction of the following conditions:

         (a) All  representations and warranties of the Issuer contained in this
Agreement  shall  be true  and  correct  with the same  effect  as  though  such
representations and warranties had been made on such date;

         (b) The Issuer  shall  have  executed  and  delivered  the Lease  Asset
Assignment; and

         (c)  All  corporate  and  legal  proceedings  and  all  instruments  in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
satisfactory in form and substance to the Contributor, and the Contributor shall
have  received  from the  Issuer  copies of all  documents  (including,  without
limitation,  records of  corporate  proceedings)  relevant  to the  transactions
herein contemplated as the Contributor may reasonably have requested.

         Section 5.03.  Issuer's Conditions to any Subsequent  Transfer.  If the
Issuer elects to execute and deliver the  Subsequent  Lease Asset  Assignment to
the Contributor on the Subsequent  Transfer Date, such election shall be subject
to the satisfaction of the following conditions:

         (a) The Contributor  shall have provided the Trustee,  the Issuer,  the
Placement  Agent and the Servicer with prior written notice of the conveyance of
Subsequent Lease  Contracts,  the related  Subsequent Lease  Receivables and the
related Equipment and shall have provided any information  reasonably  requested
by any of the foregoing with respect to such  Subsequent  Lease  Contract,  such
Subsequent Lease Receivables and such Equipment;

         (b) The Funding Period shall not have terminated;

         (c) All representations and warranties of the Contributor  contained in
Sections  3.01(b) and 3.01(c) hereof and all  information  provided in the Lease
Schedule shall be true and correct on such  Subsequent  Transfer Date,  with the
same effect as though such  representations and warranties had been made on such
date, and the  Contributor  shall have delivered to the Issuer,  the Trustee and
each Holder of Notes an Officer's Certificate to such effect;

         (d) All representations and warranties of the Contributor  contained in
Section  3.01(a)  hereof shall be true and correct on such  Subsequent  Transfer
Date with respect to the Subsequent  Lease Contracts listed on the related Lease
Contract  Schedule,  with the same  effect as though  such  representations  and
warranties had been made on such date, and the Contributor  shall have delivered
to the Issuer, the Trustee and each Holder of Notes an Officer's  Certificate to
such effect;
<PAGE>

         (e)  The  Contributor   shall  have  delivered  all  other  information
theretofore  required or  reasonably  requested by the Issuer to be delivered by
the Contributor hereunder, duly certified by an officer of the Contributor,  and
the  Contributor  shall  have  substantially  performed  all  other  obligations
required to be performed as of such  Subsequent  Transfer Date by the provisions
of this Agreement;

         (f) On or prior to such Subsequent Transfer Date, the Contributor shall
have delivered the Subsequent  Lease  Contracts  identified in Schedule I to the
Subsequent  Lease Asset  Assignment to the Trustee and,  subject to Section 2.04
hereof, there shall have been made all filings, recordings and/or registrations,
and there  shall have been  given,  or taken,  any  notice or any other  similar
action as may be necessary  in the opinion of the Issuer,  in order to establish
and  preserve  the right,  title and  interest of the Issuer in such  Subsequent
Lease Contracts and the other Lease Assets;

         (g) The  Issuer  shall  have  caused  the  Trustee  to pay,  out of the
Pre-Funding Account, the amount set forth in Section 12.03(d) of the Indenture;

         (h) The  Contributor  shall have executed and delivered the  Subsequent
Lease Asset Assignment;

         (i) There shall not be a continuing Event of Default, Servicer Event of
Default or a default under this Agreement.

         Section 5.04.  Contributor's  Conditions to any Subsequent Transfer. If
the Contributor elects to execute and deliver to the Issuer the Subsequent Lease
Asset  Assignment,  such election  shall be subject to the  satisfaction  of the
following conditions:

         (a) All  representations and warranties of the Issuer contained in this
Agreement  shall  be true  and  correct  with the same  effect  as  though  such
representations and warranties had been made on such date;

         (b) The Issuer shall have executed and delivered the  Subsequent  Lease
Asset Assignment; and


<PAGE>

         (c)  All  corporate  and  legal  proceedings  and  all  instruments  in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
satisfactory in form and substance to the Contributor, and the Contributor shall
have  received  from the  Issuer  copies of all  documents  (including,  without
limitation,  records of  corporate  proceedings)  relevant  to the  transactions
herein contemplated as the Contributor may reasonably have requested.

                                    Article 6

                              Term and Termination

         Section 6.01.  Term.  This  Agreement  shall commence as of the date of
execution and delivery  hereof and shall continue in full force and effect until
the  later  of (i)  payment  with  respect  to the  last  Lease  Asset  or  (ii)
termination of the Indenture.

         Section 6.02.  Default by the Contributor.  If the Contributor shall be
in default under this Agreement and such default shall not have been cured for a
period of sixty (60) days, or if the Contributor  shall become insolvent or make
an assignment for the benefit of its creditors or have a receiver  appointed for
all or substantially all of its properties,  or if any proceedings commenced, or
consented to, by the Contributor are not stayed or dismissed  within ninety (90)
days  after  being  commenced  against  the  Contributor  under any  bankruptcy,
insolvency  or other law for the relief of  debtors,  the Issuer  shall have the
right,  in addition to any other rights it may have under any applicable law, to
terminate  this  Agreement  upon thirty (30) days' prior  written  notice to the
Contributor;  provided that any  termination of this Agreement shall not release
the Contributor from any obligation under this Agreement.

                                    Article 7

                                  Miscellaneous

         Section 7.01. Amendments. This Agreement and the rights and obligations
of the parties  hereunder may not be changed orally but only by an instrument in
writing signed by the party against which enforcement is sought.  This Agreement
may be amended by the Issuer  and the  Contributor  only with the prior  written
consent of the Trustee.

         Section  7.02.  Governing  Law.  This  Agreement  shall be construed in
accordance  with the internal laws of the State of Minnesota,  without regard to
choice of law principles.

         Section  7.03.  Notices.   All  demands,   notices  and  communications
hereunder  shall be in  writing  and shall be  delivered  personally,  mailed by
registered  or  certified  United  States  mail,  postage  prepaid,  or sent via
overnight air courier or facsimile  communication and addressed,  in the case of
the Contributor,  to the Contributor  Address, and in the case of the Issuer, to
the Issuer  Address.  All notices and demands shall be deemed to have been given
either at the time of the delivery thereof to any officer of the Person entitled
to receive  such  notices  and demands at the address of such Person for notices
hereunder, or on the third day after the mailing thereof to such address, as the
case may be. Any Person may change the address for notices  hereunder  by giving
notice of such change to the other Person.

         Section 7.04.  Separability  Clause.  Any  provisions of this Agreement
which are prohibited or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         Section 7.05.  Assignment.  Except as provided in Section 4.01(a), this
Agreement may not be assigned or delegated by the Contributor  without the prior
written  consent  of the  Issuer  and the  Trustee  and may not be  assigned  or
delegated by the Issuer without the prior written consent of the Contributor and
Trustee.
<PAGE>

         Section  7.06.  Further  Assurances.  Each of the  Contributor  and the
Issuer  agrees to do such  further acts and things and to execute and deliver to
the Trustee such additional assignments,  agreements,  powers and instruments as
are required by the Trustee to carry into effect the purposes of this  Agreement
or to better  assure and  confirm  unto the  Trustee or the Holders of the Notes
their rights, powers or remedies hereunder.  If any Customer shall be in default
under any  Lease  Contract,  upon  reasonable  request  from the  Servicer,  the
Contributor  will take all  reasonable  steps to assist in enforcing  such Lease
Contract and preserving and maintaining title to the Lease Assets and the rights
of the Trustee and the  Holders of the Notes  therein  against the claims of all
persons and parties to the extent the  Contributor is capable of performing such
requested  steps and the Servicer  reasonably  determines that the assistance of
the Contributor is necessary to effect the intent and purposes hereof.

         Section 7.07. No Waivers;  Cumulative Remedies.  No failure to exercise
and no delay in exercising,  on the part of the Issuer or the  Contributor,  any
right,  remedy,  power or privilege  hereunder shall operate as a waiver thereof
nor shall any single or partial  exercise  of any right,  remedy,  or  privilege
hereunder  preclude any other or further  exercise hereof or the exercise of any
other  right,  remedy,  power or  privilege.  The rights,  remedies,  powers and
privileges  herein  provided are  cumulative  and not  exhaustive of any rights,
remedies, powers and privileges provided by law.

         Section 7.08. Binding Effect; Third Party Beneficiaries. This Agreement
will inure to the benefit of and be binding upon the parties hereto, the Holders
of Outstanding Notes, and their respective successors and permitted assigns.

         Section 7.09.  Set-Off.  (a) The  Contributor  hereby  irrevocably  and
unconditionally  waives  all right of set-off  that it may have  under  contract
(including  this  Agreement),  applicable  law or otherwise  with respect to any
funds or monies of the  Issuer at any time held by or in the  possession  of the
Contributor.

         (b) The Issuer shall have the right to set-off  against the Contributor
any amounts to which the  Contributor  may be entitled and to apply such amounts
to any  claims the Issuer may have  against  the  Contributor  from time to time
under this Agreement.  Upon any such set-off the Issuer shall give notice of the
amount thereof and the reasons therefor.

         Section 7.10.  Counterparts.  This  Agreement may be executed in one or
more counterparts all of which together shall constitute one original document.

         In WITNESS  WHEREOF,  the  Contributor  and the Issuer have caused this
Agreement  to be duly  executed  by their  respective  officers  thereunto  duly
authorized as of the date and year first above written.

                                      Sunrise Leasing Corporation,
                                             Contributor

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

                                      Sunrise Funding Corporation I,
                                                 Issuer

                                      By       /s/ R. Bradley Pike
                                      Name:    R. Bradley Pike
                                      Title:   President