PORTFOLIO PURCHASE AGREEMENT
                                 (With Recourse)


This Portfolio  Purchase  Agreement (With Recourse) (the "Agreement") is made as
of this 27th  day of  November,  1996,  by and between  The CIT  Group/Equipment
Financing, Inc. ("CIT"), whose business address is 900 Ashwood Parkway, Atlanta,
GA 30338, and Sunrise Leasing Corporation (the "Company"), whose principal place
of business is at 5500 Wayzata Blvd., Suite 725, Golden Valley, MN 55416.

The  Company  desires  to sell to CIT,  and CIT  desires  to  purchase  from the
Company, a portfolio of certain equipment leases described further below for the
purchase price and upon the further terms and conditions of this Agreement.

NOW, THEREFORE,  in consideration of the mutual obligations set forth below, the
parties agree as follows:

1.  Definitions.

For the purpose of this Agreement:

(a)  "CIT"  shall  mean  The CIT  Group/Equipment  Financing,  Inc.,  a New York
     corporation.

(b)  "Closing  Date" shall mean  November  15, 1996 or such  earlier date as the
     parties may agree to complete the transactions contemplated herein.

(c)  "Company" shall mean Sunrise Leasing Corporation, a Minnesota corporation.

(d)  "Customer" shall mean the lessee under any Lease.

(e)  "Discount Rate" shall mean 8.56 percent (8.56%).

(f)  "Equipment" shall mean the machinery, equipment and other personal property
     covered by any Lease,  together with all additions  (excluding  upgrades or
     any  other  item  that,  if  removed,  does not  diminish  the value of the
     property or  materially  alter the physical  components  of the  property),
     repairs,  substitutions,  replacement  parts and  accessories  incorporated
     therein or affixed thereto and proceeds of all of the foregoing.

(g)  "Equipment  Lease  Schedule"  shall  mean  a  schedule  to a  master  lease
     agreement or any add-on, upgrade or renewal of any schedule,  together with
     all acceptance  certificates related to such schedule,  add-on,  upgrade or
     renewal.
<PAGE>

(h)  "Fiscal Year" shall initially mean the period beginning on the date of this
     Agreement and ending  December 31, 1996, and thereafter each calendar year,
     or uncompleted portion thereof, during the term of this Agreement.

(i)  "Guarantor" shall mean Sunrise Resources, Inc., the corporate parent of the
     Company.

(j)   "Lease"  shall  mean a lease  agreement  or an  Equipment  Lease  Schedule
      together with its related master lease agreement,  and "Leases" shall mean
      all of the lease  agreements and Equipment Lease  Schedules  together with
      the master lease agreements related to such Equipment Lease Schedules, and
      in each case all exhibits, attachments,  amendments, riders and addenda to
      any of the lease agreement,  master lease or Equipment Lease Schedule,  by
      and between the  Company  and the  various  lessees,  all as listed on the
      attached Schedule A, which is incorporated herein by reference.

(k)  "Lease  Term"  shall mean with  respect  to a Lease,  the term of the Lease
     being assigned to CIT hereby, including any renewal term so assigned.

(l)  "Purchase  Price"  shall  have the  meaning  set forth in Section 4 of this
     Agreement.

(m)   "Related  Documents"  shall  mean,  with  respect  to any  Lease,  related
      instruments,     certificates,     guaranties,     security    agreements,
      representations and warranties,  letters of credit,  financing statements,
      recourse  agreements,  certificates  of title (if  applicable),  and other
      documents, including without limitation the contract for sale of Equipment
      to which such Lease relates.

(n)  "Repurchase Price" shall mean the Unpaid Balance (as defined herein) of any
     Lease,  discounted to present value as of the date the Repurchase  Price is
     payable  (using  the  Discount  Rate as defined  herein),  plus any and all
     reasonable  out-of-pocket expenses. The term "out-of-pocket expenses" shall
     include, without limitation, the cost of repossession of Equipment, storage
     and sale of  Equipment,  compliance  with  applicable  legal  requirements,
     reasonable  attorneys' fees and court costs, and like expenses  incurred by
     CIT in  connection  with such Lease until the  Repurchase  Price is paid in
     full.

(o)  "Unpaid  Balance" shall mean the aggregate unpaid rentals and other amounts
     due or to become due under any Lease,  including,  without limitation,  the
     amount of any purchase  option  price,  renewal  option or put option price
     (e.g.,  price payable by a Customer under a purchase  agreement upon demand
     by Company) to the extent such option price is included in the  computation
     of the Purchase Price for such Lease.
<PAGE>
2.   Sale of Leases.

(a)  Subject to the terms and provisions of this  Agreement,  the Company hereby
     sells,  transfers and assigns to CIT on a recourse  basis all of the right,
     title, and interest of the Company in and to all of the Leases, the Related
     Documents,  the rentals and other  payments due and to become due under the
     Leases and Related Documents  including,  without  limitation,  all amounts
     payable by Customers upon the exercise of any (i) early termination  rights
     provided  in the Leases (up to the  amount of the  Repurchase  Price at the
     time such right is exercised and payment is made) and (ii) renewal  options
     or  purchase  options or any put option  price (but only to the extent such
     options were included in the computation of the Purchase Price), all rights
     to the proceeds of insurance covering the Equipment,  all of the rights and
     remedies of the Company  under the Leases and under any Related  Documents,
     including the right to take in the Company's  name, any and all proceedings
     legal,  equitable or otherwise,  that the Company might otherwise take save
     for this Agreement and proceeds of the foregoing.

(b)  CIT shall have in  addition  to all other  rights  hereunder,  the right to
     receive and retain any and all payments and rights thereto under any Lease,
     to use or sell and dispose of  Equipment  and any of the  Company's  rights
     thereto and to apply and use such payments,  rights, Equipment and proceeds
     to satisfy any and all obligations of the Company hereunder.

(c)  CIT does not assume any of the  obligations  of the Company under any Lease
     and shall have no duties in respect thereof. So long as no Event of Default
     has occurred and is continuing  hereunder,  the Company  shall  continue to
     bill  Customers  for  amounts due under the Leases,  and all  invoices  for
     amounts due on or after January 1, 1997, shall direct Customers to make all
     payments directly to The CIT  Group/Equipment  Financing,  Inc. at P.O. Box
     7777-W0800X,  Philadelphia,  PA 19175 or at such other  address as CIT may,
     from time to time, direct. If an Event of Default shall occur, then CIT, at
     its option exercised in its sole discretion, may terminate the authority of
     the Company to bill, and CIT shall  undertake the billing and collection of
     the  amounts  due and to become due  thereafter  for each  Lease.  CIT will
     collect the amounts  due under the Leases in a manner  consistent  with its
     customary practices for accounts of the same kind; provided,  however, that
     in no event shall CIT's failure to make such  collection  efforts impair or
     release or otherwise affect the obligations of the Company to CIT hereunder
     or result in the imposition on CIT of any liability to the Company.

3.   Grant of Security Interest; Setoff.

(a)  As security for all amounts due to CIT under the Leases,  and for all other
     present and future  indebtedness  or  obligations  of the Company to CIT of
     every  kind  and  nature,including,   without  limitation,  the  repurchase
     obligations  under  this  Agreement,  the  Company  hereby  grants to CIT a
     security interest in the Equipment and any proceeds  thereof.  Title to the
     Equipment shall remain in the Company and is not transferred to CIT for any
     purpose.

(b)  In the event of a default by the Company in the payment or  performance  of
     its obligations hereunder, CIT may immediately apply all or any part of any
     amount  owed by CIT to the  Company  or held by CIT for the  account of the
     Company  to pay all or any part of the  Company's  outstanding  obligations
     hereunder.   CIT  shall  promptly  give  notice  to  the  Company  of  such
     application.
<PAGE>

4.   Purchase Price; Installment Payments.

(a)  Subject to the conditions set forth in this Agreement, CIT hereby agrees to
     pay the Company Three Million Six Hundred Fifty Seven  Thousand Six Hundred
     Eighty Three Dollars and Thirty-Seven Cents  ($3,657,683.37) (the "Purchase
     Price"),  which  represents the sum of the Unpaid  Balances for each Lease,
     discounted to present value at the Discount Rate.

(b)  CIT shall pay the Purchase Price in two  installments,  either by its check
     payable to the order of the Company or in such other  manner of  remittance
     as the Company and CIT may agree upon, as follows:

     (i)  On the Closing  Date,  upon  compliance  by the Company with Section 5
          hereof,  CIT  shall  pay  to the  Company  as  the  first  installment
          $2,857,683.37.

     (ii) When all  installments  of rent and other amounts  required to be paid
          under  each of the  Leases  then  held by CIT have been paid to CIT in
          full,  CIT shall pay to the  Company as the final  installment,  eight
          hundred  thousand  dollars  ($800,000),  plus  interest on that amount
          accrued at the Discount Rate per annum from the Closing Date until the
          final installment is paid.

     (iii)Notwithstanding  the  foregoing  clause (ii),  CIT shall  evaluate the
          performance of the Leases  annually on or about the anniversary of the
          Closing Date, and CIT may elect in its sole discretion on the basis of
          such  evaluation  to prepay  all or any part of the final  installment
          without premium or penalty.

5.   Delivery of Leases and Other Documents to CIT.

(a)  Concurrently  with,  and as a condition  precedent to, payment of the first
     installment of the Purchase Price pursuant to Section 4 of this  Agreement,
     the Company shall deliver to CIT or cause CIT to have received:

     (i)  in the case of each  Lease  being  assigned  and sold to CIT  pursuant
          hereto,

          (A) all the original  counterparts of the Equipment Lease Schedule for
          such Lease (except the signed copy retained by the  Customer),  a copy
          of the related  master lease which copy is certified by the Company as
          true,  correct and complete and, if the Equipment Lease Schedule is an
          add-on,  upgrade or renewal of an Equipment  Lease  Schedule not being
          assigned to CIT hereunder,  a copy of such underlying  Equipment Lease
          Schedule certified by the Company as true, correct and complete;

          (B) all signed originals of each of the Related Documents,  except for
          signed copies retained by Customer;

          (C) acknowledgment copies of Uniform Commercial Code ("UCC") financing
          statements covering the Equipment described in the Leases filed by the
          Company   against  each   applicable   Customer  in  all   appropriate
          jurisdictions,  each of  which  financing  statements  has  been  duly
          assigned  to CIT and all of  which  shall  be in  form  and  substance
          satisfactory to CIT;

          (D) a copy of the notice of assignment or form of estoppel letter sent
          to each Customer notifying Customer of the sale and assignment of such
          Customer's  Lease(s) to CIT and, in the case of the estoppel  letters,
          requesting  that the Customer  acknowledge the sale and assignment and
          confirm to CIT the Customer's obligation under the Lease(s);

          (E)  such  amendments  to any  Lease as CIT may  request  prior to the
          Closing Date in form and substance satisfactory to CIT and executed by
          each applicable Customer;
<PAGE>

     (ii) in the case of Customer Petroleum Information Corporation, an estoppel
          letter in form and substance satisfactory to CIT sign by such Customer
          acknowledging  the sale and assignment of such Customer's  Lease(s) to
          CIT  and  confirming  to  CIT  the  Customer's  obligation  under  the
          Lease(s);

     (iii)make available for review by CIT copies of purchase orders,  invoices,
          executed  bills of lading and other evidence of ownership with respect
          to the Equipment;

     (iv) UCC financing  statements in form and  substance  satisfactory  to CIT
          covering the  Equipment  and the Leases to be filed by CIT against the
          Company in all appropriate jurisdictions;

     (v)  a  subordination  agreement from the Company's  lending  banks,  First
          Bank,  National  Association,  of such  bank's  interest in any of the
          Leases and the Equipment to the interest of CIT,  which  subordination
          agreement shall be satisfactory in form and substance to CIT;

     (vi) evidence that the lessor signing each Lease and Related  Documents was
          duly  authorized  to do business  in each state  where the  applicable
          Customer was then located and where such  documents were signed at the
          time they were signed by the lessor;

     (vii)(a  certified  copy of  resolutions  of the  directors  of the Company
          authorizing the transactions  contemplated  herein and designating the
          officer(s) authorized to execute documents on behalf of the Company;

     (viii) a  guaranty  by  Sunrise  Resources,  Inc.  of all of the  Company's
          obligations under this Agreement,  which guaranty shall be in form and
          substance satisfactory to CIT;

     (ix) a  certified  copy of  resolutions  of the board of  directors  of the
          Guarantor  authorizing  such guaranty and  designating  the officer(s)
          authorized  to  execute  and  deliver  the  guaranty  on behalf of the
          Guarantor; and

     (x)  (such other documents and  instruments as CIT may reasonably  request,
          duly executed by the Company or its Customers to further implement and
          effectuate the purposes of this Agreement. All additional assignments,
          schedules  and other  documentation  with  respect to the  transfer of
          Lease to CIT shall be in form and substance  reasonable  acceptable to
          CIT.

(b)  In the  event  that the  Company  is unable  to  provide  to CIT any of the
     foregoing documents, CIT may elect, in its sole discretion, to complete the
     purchase  of any Leases with  respect to which the Company has  provided to
     CIT all of the items  required by this  Section 5. If CIT elects to proceed
     with the purchase of fewer than all of the Leases, the Purchase Price shall
     be adjusted to equal the  aggregate  Unpaid  Balance of those  Leases to be
     purchased, discounted to present value at the Discount Rate.

(c)  No later than December 15, 1996,  the Company shall deliver to CIT or cause
     CIT to have received from each Customer whose  principal  place of business
     is located in Texas, an estoppel letter in form and substance  satisfactory
     to CIT signed by the Customer to  acknowledge  the  assignment  and sale of
     such Lease(s) to CIT and the disclosure of interest rate and to confirm the
     Customer's obligations under such Lease(s).
<PAGE>
(d)  No later  than sixty (60) days after the date  hereof,  the  Company  shall
     deliver to CIT or cause CIT to have received:

     (i)  From  each  Customer  with one or more  Leases  the  aggregate  Unpaid
          Balances of which equal or exceed  $200,000 as of the date hereof,  an
          estoppel  letter in form and substance  satisfactory  to CIT signed by
          the Customer to  acknowledge  the assignment and sale of such Lease(s)
          to CIT and to confirm the Customer's  obligations under such Lease(s);
          and

     (ii) Evidence  of  insurance  coverage  on the  Equipment,  insuring  CIT's
          interest  therein and otherwise in form and substance  satisfactory to
          CIT.

(e)  The  Company  shall  promptly  deliver  to CIT a list of all UCC  financing
     statements  filed by the Company to protect or perfect its  interest in the
     Equipment together with a copy of each such financing  statement.  The list
     shall identify for each Lease the  jurisdiction(s) and filing office(s) and
     the  date of  filing  of each  financing  statement  and any  amendment  or
     continuation  thereof.  In the event CIT or the Company determines that the
     Company has not filed effective  financing  statements in each jurisdiction
     necessary  to  protect  or  perfect  the  interest  of the  Company  in the
     Equipment,  then the Company shall take such action as CIT deems  necessary
     or appropriate to complete an effective filing.  Any failure by the Company
     to complete such  corrective  action within thirty days (30) after the date
     of hereof shall  constitute  a breach of this  Agreement  entitling  CIT to
     exercise its rights under Section 10(a) hereof.

(f)  In  addition  to  providing  the  documents  listed in this  Section 5, the
     Company  hereby  covenants and agrees that the Company shall make available
     to CIT the signed  original of any document  for which a certified  copy is
     required  to be  delivered  by  the  Company  hereunder  for  use by CIT in
     defending  or  enforcing  its  rights  under  any of  the  Leases  or  this
     Agreement.

6.   Fee and Closing Costs.

   In addition to the documents  required  pursuant to Section 5 to be delivered
to CIT, the Company shall pay to CIT on the Closing Date (a) the  Commitment Fee
(as  described in that certain  letter from CIT to the Company dated October 11,
1996) in the amount of fifty thousand dollars  ($50,000) and (b) an amount equal
to the sum of all closing costs incurred by CIT including,  without  limitation,
recording  fees and  expenses,  recording  taxes and  record  searches,  but not
including the cost of document preparation or attorneys' fees incurred by CIT in
connection therewith  (collectively,  the "Closing Costs"). On the Closing Date,
CIT shall provide the Company a statement of the Closing Costs.  The Company and
CIT hereby agree that CIT shall deduct the  Commitment Fee and the Closing Costs
from the first installment of the Purchase Price.

7.   Warranties of Lease; Documentation.

(a)  As to each Lease  assigned by the Company to CIT, the Company  warrants and
     represents that:

     (i)  as of the Closing Date, such Lease is not in default;

     (ii) the Company owns the Equipment subject to such Lease free and clear of
          all  liens,  claims  and  encumbrances  other  than the  rights of the
          Customer  under  such  Lease,  the  Company  has filed  UCC  financing
          statements in all  appropriate  jurisdictions  and has taken all other
          action  necessary to protect or perfect its interest in the  Equipment
          and upon the filing of UCC  financing  statements  by CIT  against the
          Company,  CIT shall have a valid first priority  security  interest in
          such Equipment;

     (iii)such  Lease  and all  Related  Documents  are  true,  valid,  genuine,
          binding and enforceable in accordance with their respective terms;

     (iv) the  Lease  is the  only  agreement  with  respect  to  the  Equipment
          described therein;
<PAGE>

     (v)  the signed original  counterpart of the Lease delivered by the Company
          to CIT is either  the only copy of such Lease  actually  signed by the
          Lessee  or the  only  signed  original  of such  Lease  marked  as the
          "Original"  and each  other  signed  copy of such Lease is marked as a
          "Duplicate"  and the Lease  contains a provision to the effect that no
          security  interest  in  the  Lease  may be  created  or  perfected  by
          possession of such other signed copy;

     (vi) the Lease is and will continue to be free from  defenses,  setoffs and
          counterclaims  of  any  kind  and  no  suit  or any  legal  action  or
          proceeding, administrative,  judicial or otherwise has been brought or
          threatened  to be  brought  by or against  the  Company in  connection
          therewith;

     (vii)all  signatures,  names,  addresses,  amounts and other  statements of
          fact contained in the Lease are true and correct;

     (viii)the  Equipment has been delivered to the Customer under the Lease and
          has been  unconditionally  accepted by and is  presently in the actual
          possession  of  and  being  used  by  the  Customer  in  its  business
          operations and is in good operating condition;

     (ix) the  Company  has no  knowledge  of any  denial  of  liability  or the
          assertion of any claim of  invalidity or other defense by the Customer
          on such Lease;

     (x)  any  discounts  or  adjustments  to which the  Company  has agreed are
          written and apparent on the face of such Lease being offered to CIT;

     (xi) the  Company has  complied  through  the  Closing  Date,  and it shall
          thereafter  continue to comply,  with all of its  warranties and other
          obligations with respect to the Equipment  covered by the Lease to the
          extent provided in the Lease and Related Documents;

     (xii) the Lease conforms to all applicable laws and regulations;

     (xiii)the  Company has not sold,  assigned or  encumbered  the Lease or the
          Equipment  covered  thereby  to others  or done any act to impair  the
          validity or enforceability of the Lease;

     (xiv)the  substance  and form of any  document  used by the  Company is and
          will be legally sufficient and enforceable and in full compliance with
          any and all applicable Federal,  State or local laws,  regulations and
          rules;

     (xv) the  Customer  under such Lease has taken all  necessary  corporate or
          other action and has obtained all necessary  permits or authorizations
          with  respect  to its  execution  and  delivery  of such Lease and its
          performance thereof;

     (xvi)the  computation  of all  interest,  fees and other  charges,  if any,
          under the Lease has been  accurately  made and  charged and is in full
          conformity with all applicable laws and regulations;

     (xvii)the  Company's  records  pertaining  to the Lease are accurate in all
          material  respects,  no  installment  of  rent  or  other  amount  due
          thereunder  is past due as of the date  hereof and  Schedule A to this
          Agreement  reflects  accurately  for such  Lease the full and  correct
          legal name of the  Customer,  the  principal  place of business of the
          Customer,  the location of the  equipment  covered by such Lease,  the
          term of the Lease,  the number of rental payments  remaining due as of
          the Closing Date, the amount of each rental payment and the day of the
          month on which such rental payments become due and payable;
<PAGE>

     (xviii) the  transaction  giving rise to such Lease and the delivery of the
          Equipment to the Customer  conform with all applicable  laws, rules or
          regulations  and the  agreements  between the Customer and the Company
          with respect thereto;

     (xix)no  payments  have  been  made  on  such  Lease  by the  Company,  any
          affiliate or by a merchant who referred the Customer to the Company;

     (xx) neither the  Customer  nor any  endorser or  guarantor  thereof is the
          subject of any bankruptcy or insolvency proceeding;

     (xxi)any insurance  policies,  certificates  and coverages  relating to the
          Equipment  subject to such Lease conform with all applicable  laws and
          regulations;

     (xxii) as of the date hereof, no item of Equipment covered thereby has been
          destroyed, repossessed, sold or substantially damaged;

     (xxiii) (the  Equipment  described in such Lease is  adequately  covered by
          enforceable casualty insurance.

(b)  The  Company  shall not,  without the prior  written  consent of CIT waive,
     modify,  extend,  renew,  release,  or discharge  the terms of any Lease or
     release any Equipment  covered thereby,  repossess any Equipment or consent
     to the return  thereof or accept  collections  payable  thereunder  (except
     payments due under any Lease prior to the Closing Date).

(c)  In purchasing any Lease under this Agreement, the Company acknowledges that
     CIT is relying upon the warranties of the Company as to such Lease,  and it
     agrees  that the  knowledge  of CIT of any  breach of any such Lease at the
     time of its  purchase  of any Lease or the  failure of CIT to call any such
     breach  to the  attention  of the  Company,  shall  not  impair,  limit  or
     constitute any waiver of any such  warranties or of the  obligations of the
     Company with respect to such Lease, and that the Company shall remain fully
     liable for any such breach. Furthermore, the review of any Lease by CIT and
     the  furnishing of any comments in respect  thereof to the Company,  or the
     failure to do so in any case,  shall not impair,  limit or  constitute  any
     waiver of any of the  obligations or warranties of the Company with respect
     to such Lease.

(d)  In the event  any  filing  or  recording  of any  financing  statements  or
     documents  are made by CIT, or any such  financing  statements or documents
     are prepared by or the execution  thereof are  supervised by CIT in respect
     of any Lease,  it shall be solely for the  convenience  of the  Company and
     shall in no way impair,  limit or constitute any waiver of the  obligations
     or warranties  of the Company with respect to its  obligation to assure due
     compliance with any filing requirements.
<PAGE>

8.   Waivers; Notification of Customers.

The Company hereby waives presentment,  demand, notice of nonpayment,  notice of
dishonor  and protest as to all Leases sold to CIT  hereunder.  If any  Customer
makes any payment in respect of a Lease to the Company notwithstanding notice to
the Customer  directing it to make all future  payments to CIT, then the Company
shall  transmit  and  deliver to CIT,  immediately  upon  receipt  thereof,  all
payments on account of any Lease which the  Company  may receive  subsequent  to
CIT's purchase thereof. The Company agrees that CIT may endorse in the Company's
name,  all  remittances  received  and all notes or other  instruments  (if any)
evidencing obligations under the Lease and any assignments thereof. CIT shall in
the ordinary  course of business  provide the Company with  periodic  notices of
payment  defaults  under the Leases in  accordance  with CIT's usual  practices,
provided,  however,  that the  failure  of CIT to  provide  such a notice in any
particular case shall not affect the Company's  obligations under this Agreement
or any guaranty  thereof or impose any  liability  upon CIT. The Company  agrees
that so long as CIT in good faith believes such action to be  appropriate  under
the  circumstances,  CIT may (but it shall not be obligated  to) take any of the
following  actions with respect to any Lease or any Related  Documents,  and any
Customer or other party obligated  thereunder,  without  impairing,  limiting or
otherwise  affecting the  obligations of the Company under this Agreement or any
guaranty thereof:

(a)  make changes, modifications, amendments or alterations, by operation of law
     or otherwise;

(b)  grant releases or discharges on terms  satisfactory to CIT, or by operation
     of law;

(c)  settle, compromise or adjust any rights, claims or liabilities;

(d)  grant renewals and extensions of time, for payment or otherwise; and

(e)  permit  the  substitution  of a  Customer  or  any  other  party  obligated
     thereunder.

9.   Additional Warranties by the Company.

The Company represents, covenants and warrants to CIT that:

(a)  the Company is duly organized,  validly existing and in good standing under
     the laws of the State of Minnesota  and the Company is duly  qualified as a
     foreign  corporation  to do  business in each state in which the leasing or
     ownership of property or the nature of the business of the Company requires
     such qualification;

(b)  the Company has good and  marketable  title to all  properties  and assets,
     whether real or personal,  shown on the latest balance sheet of the Company
     furnished to CIT prior to the  execution of this  Agreement,  subject to no
     mortgage,  security  interest,  pledge,  lien or encumbrance  except as are
     shown on said  balance  sheet  and  except  for  current  taxes  not now in
     default,  and since the date of the latest  balance sheet there has been no
     material  adverse change in the condition,  financial or otherwise,  of the
     Company from that shown on said balance sheet;
<PAGE>

(c)  at  the  date  of  such  balance   sheet,   the  Company  has  no  material
     (individually  or in  the  aggregate)  liabilities  or  obligations  of any
     nature,  whether  absolute,  accrued,  contingent or  otherwise,  due or to
     become due,  other than as  reflected  or reserved  against in said balance
     sheet,  and there  have been no  material  changes  since such date and the
     Company has no material  liability  for federal or state income taxes other
     than as shown on said  balance  sheet  and  except  for taxes  relating  to
     operations since the date of said balance sheet and no federal or state tax
     deficiency  assessment has been made or threatened  against the Company and
     there is no pending claim of deficiency or recommendation of the assessment
     of any deficiency against the Company;

(d)  the execution and delivery of this Agreement and the performance thereof by
     the  Company  are  not in  violation  of any  provisions  of the  Company's
     articles of  incorporation or by-laws or any indenture or mortgage or other
     Agreement to which the Company is a party or under which it may be bound;

(e)  all of the  Leases  sold and  assigned  to CIT  hereunder  are owned by the
     Company free and clear of all security interests,  liens,  encumbrances and
     claims in favor of others;

(f)  the Company  has taken all  necessary  corporate  action to  authorize  its
     execution, delivery and performance of this Agreement;

(g)  during the term of this Agreement the Company will furnish CIT:

     (i)  within 120 days after the end of each Fiscal Year, a balance sheet and
          statements of profit and loss and surplus of the Company as at the end
          of such  Fiscal  Year,  all  prepared  in  accordance  with  generally
          accepted principles and practices of accounting  consistently applied,
          accompanied by a certificate  from the chief financial  officer of the
          Company to such effect,  and reviewed by independent  certified public
          accountants selected by the Company and approved by CIT, such approval
          not to be unreasonably withheld,

     (ii) within 60 days after the end of each of the first  three  quarters  of
          each Fiscal Year,  a balance  sheet of the Company and  statements  of
          profit  and  loss  and  surplus  as at the  end of such  quarter,  all
          prepared  in  accordance  with  generally   accepted   principles  and
          practices of  accounting  consistently  applied,  and certified by the
          chief financial officer of the Company,

     (iii)within 180 days after the end of each  Fiscal  Year,  a balance  sheet
          and statements of profit and loss and surplus of the Guarantor,  as at
          the end of such Fiscal Year, all prepared in accordance with generally
          accepted principles and practices of accounting  consistently applied,
          accompanied by a certificate  from the chief financial  officer of the
          Company to such effect,  and reviewed by independent  certified public
          accountants selected by the Company and approved by CIT, such approval
          not to be unreasonably withheld, and
<PAGE>
     (iv) from time to time,  such further  information  regarding  the business
          affairs and financial  condition of the Company as CIT may  reasonably
          request; and

(h)  the chief  executive  office of the  Company is located at the  address set
     forth  above,  and the Company  shall  notify CIT promptly in the event the
     chief executive office is relocated during the term of this Agreement.

10.  Repurchase of Lease.

(a)  In the event that CIT reasonably  determines that (i) there has been or may
     be any breach of any warranty, representation, covenant or other obligation
     of the Company made herein or (ii) the Equipment covered by any Lease shall
     have been surrendered, damaged beyond repair, destroyed, abandoned, sold or
     otherwise  disposed  of, or attempted to be disposed of, by the Customer in
     violation  of the terms of such  Lease,  or  repossessed,  then the Company
     shall, upon demand by CIT,  repurchase any or all of the Leases affected by
     such  breach or other event and within ten (10) days of such demand pay CIT
     the Repurchase  Price for such affected  Leases.  If an event  described in
     this  Subsection  10(a) shall occur,  the repurchase of the affected Leases
     and  payment of the  Repurchase  Price  resulting  therefrom  shall be made
     whether or not the Customer is in default under such Lease.

(b)  As to any Lease, in the event the Customer  thereunder shall have defaulted
     in the payment or performance of one or more of its obligations  thereunder
     and such default shall have continued  uncured by such Customer for 60 days
     or more,  then CIT shall  promptly  notify  the  Company in writing of such
     default and the Company  shall upon CIT's  demand,  within ten (10) days of
     such demand,  repurchase  such  defaulted  Lease and pay CIT the Repurchase
     Price  therefor.  In no event  shall the failure of CIT to give a notice of
     such default to the Company (x) limit or restrict CIT's rights and remedies
     hereunder or under the affected Lease or (y) impose any liability upon CIT.

(c)  In the event that any Customer alleges, in a legal proceeding or otherwise,
     that any Lease  requires such Customer to make payments in violation of any
     applicable  law which  limits or  restricts  the amount or rate of interest
     that may be charged to such  Customer by the Lessor  under the Lease,  then
     the Company shall, upon demand by CIT,  repurchase any or all of the Leases
     affected by such allegation and within ten (10) days of such demand pay CIT
     the Repurchase  Price for such affected  Leases.  In addition,  the Company
     shall indemnify and hold harmless CIT from any injury,  loss,  liability or
     damage  arising  from  any  claim  that a  Lease  violates  applicable  law
     including,  without limitation,  any amount CIT repays or otherwise becomes
     liable to pay a Customer,  and any expenses (including attorneys' fees) CIT
     incurs,  in  connection  with such  claim.  If an event  described  in this
     Subsection  10(c) shall occur,  the  repurchase of the affected  Leases and
     payment of the Repurchase  Price resulting  therefrom shall be made whether
     or not the Customer is in default under such Lease.  The obligations of the
     Company  under this  Section  10(c) shall  survive the  termination  of the
     Agreement.

(d)  In the event that any  Customer  exercises  any option or right it may have
     under a Lease to  terminate  such Lease prior to the end of its Lease Term,
     and if the Customer is not required by the terms of such Lease to then make
     a payment (the "Early  Termination  Payment")  equal to or greater than the
     Repurchase  Price at the date of such Early  Termination,  then the Company
     shall promptly,  upon demand by CIT,  repurchase such Lease and within five
     (5)  days  pay to  CIT  the  Repurchase  Price  (against  which  any  Early
     Termination Payment received by CIT from the Customer will be credited). If
     the Early Termination  Payment equals or exceeds the Repurchase Price, then
     upon receipt  thereof,  CIT shall retain an amount equal to the  Repurchase
     Price,  reassign the Lease to the Company in the manner provided in Section
     12 hereof and remit the remaining balance, if any, of the Early Termination
     Payment to the Company.
<PAGE>

(e)  Any insurance proceeds received by CIT attributable to Equipment covered by
     the  affected  Lease by  reason of the  events  referred  to in  Subsection
     10(a)(ii) above shall be credited  against the Repurchase  Price payable by
     the Company with respect to such Lease.  In the event of any failure by the
     Company to  repurchase  any Lease as required  by this  Section 10, CIT may
     (but  shall  not be  required  to)  liquidate  such  Lease,  including  the
     repossession and disposition of Equipment,  and the Company shall be liable
     for  any  resulting   deficiencies  and  reasonable  expenses  incurred  in
     connection therewith.  Any repossessed Equipment may be sold for cash or on
     credit and only the net sale  proceeds  actually  received  by CIT shall be
     considered in computing the deficiency  obligation owed by the Company. The
     repurchase of any Lease and the payment of any Repurchase  Price  hereunder
     shall not limit or restrict  CIT's  right to recover  any other  damages or
     expenses resulting from the Company's breach of this Agreement or which are
     to be  indemnified  as  hereinafter  set forth.  The Company  agrees to pay
     interest on any payment  required to be made hereunder by the Company which
     is not paid in full when due at the rate of fifteen percent (15%) per annum
     (or the highest  lawful rate, if less) on the unpaid balance  thereof.  The
     Company  acknowledges  and agrees that CIT shall not be  obligated to apply
     any amount of the unpaid  Purchase Price as a credit against the Repurchase
     Price for any affected Lease.

11.  Default by the Company.

In the event:

(a)  the Company  shall fail  timely to  repurchase  and pay CIT the  Repurchase
     Price (plus interest accrued thereon,  if any) for any Lease as provided in
     Section 10; or

(b)  the  Company  defaults  in  any  other  payment  obligations,   or  in  the
     performance  or  observance  of any other  covenant,  agreement,  warranty,
     representation,  or  provision  contained  in this  Agreement  or any other
     agreement  with CIT, and such default shall have  continued for a period of
     20 days after notice  thereof to the Company from CIT, or if the default is
     curable but cannot, in CIT's judgment,  be cured within said 20-day period,
     then within an additional 20 days if the Company commences promptly to cure
     such default and pursues its best efforts to cure same with  continuity and
     diligence; or

(c)  the  Company  defaults in the  payment of any  indebtedness  of the Company
     under any  agreement  or  instrument  under or  pursuant  to which any such
     indebtedness  may have been issued,  created,  assumed or guaranteed by the
     Company and such default shall  continue for more than the period of grace,
     if any,  therein  specified,  and such  indebtedness  be  declared  due and
     payable; or
<PAGE>

(d)  the Company shall cease to do business as a going concern; admit in writing
     its  inability  to pay its debts  generally  as they  become  due;  make an
     assignment for the benefit of its creditors;  commence a proceeding for the
     appointment of a receiver,  trustee, liquidator or conservator of itself or
     of the whole or any  substantial  part of its  property;  or a complaint or
     petition or answer  seeking  reorganization  or  arrangement or any similar
     relief under the Federal  bankruptcy  laws or any other  applicable  law or
     statute  of the  United  States  of  America  or any  state is filed by the
     Company or against the Company and not dismissed within 60 days; or a court
     of  competent  jurisdiction  shall  enter  an  order,  judgment  or  decree
     appointing  a  receiver,  trustee,  liquidator  or  conservator  (or  shall
     otherwise  assume custody or control) of the Company or of the whole or any
     substantial part of its assets; or

(e)  any information furnished by or on behalf of the Company to CIT relating to
     the sale of the Leases or the  financial  condition or business  affairs of
     the Company or the Guarantor is determined by CIT to be false or misleading
     in any material respect;

then,  if such default shall be  continuing,  the Company shall at the option of
CIT, without requiring any tender of the Leases,  promptly  repurchase on demand
all of the Leases then held by CIT for the aggregate  Repurchase  Price thereof.
Upon the Company's failure,  within 10 days after CIT's demand that it do so, to
repurchase  all of the Leases  then held by CIT  pursuant to this  Section,  the
Company agrees to pay interest on the unpaid balance of the Repurchase  Price at
the rate of eighteen  percent  (18%) per annum (or the highest  lawful rate,  if
less) until the Repurchase Price is paid in full. Following a default under this
Section 11, CIT shall have no  obligation  to reassign  any Lease to the Company
until the  Company  has paid all its  obligations  to CIT  hereunder,  including
payment of the aggregate  Repurchase Price for all of the Leases,  and CIT shall
have all of the  rights  and  remedies  of a secured  party  under  the  Uniform
Commercial Code with respect to each Lease and the Equipment subject thereto and
may at any time sell or otherwise dispose of such Lease or any part thereof in a
commercially  reasonable  manner at public or private sale, on at least 10 days'
notice to the Company.  The proceeds of any Lease and/or of any Equipment may be
applied in full to the payment of the aggregate  Repurchase Price whether or not
a  deficiency  exists  with  respect  to the  particular  Lease and its  related
Equipment.  CIT may also apply any unpaid  installments of Purchase Price to pay
the Repurchase  Price as provided in Section 4 hereof.  Until payment  therefor,
CIT may (but shall not be  required  to)  liquidate  said Lease,  including  the
repossession  and disposition of Equipment,  and the Company shall be liable for
any  resulting   deficiencies   from  the  aggregate   Repurchase  Price  (after
application of unpaid Purchase Price installments,  if any), plus all reasonable
costs,  charges  and  expenses  incurred  in  connection  therewith,   including
reasonable  attorneys'  fees and other legal expenses not otherwise  included in
the Repurchase  Price. Any repossessed  Equipment may be disposed of for cash or
on credit and the net proceeds  received by CIT shall be considered in computing
the deficiency  obligation owed by the Company. CIT may also institute an action
against the Company in a court of competent  jurisdiction  for a judgment in the
amount of the aggregate  unpaid  Repurchase Price of the Leases then held by it,
plus any  interest  accrued  as  provided  herein,  attorneys'  fees,  costs and
expenses  incurred by it in enforcing  its rights and  remedies.  All rights and
remedies of CIT under this  Agreement or any applicable law shall be cumulative.
In all  events,  CIT shall  account to the Company for the balance of any unpaid
installments of Purchase Price.
<PAGE>

12.  Reassignment of Lease.

(a)  CIT shall  reassign  the Leases to the Company as provided in this  Section
     12.

     (i)  Absent a default under Section 11 hereof, concurrently with the timely
          payment by the Company  pursuant to Section 10 of the Repurchase Price
          for any Lease, CIT shall reassign such Lease to the Company.

     (ii) Absent a default  under  Section  11 hereof and so long as there is no
          outstanding  demand for repurchase of one or more Leases under Section
          10 hereof,  promptly after all  installments of rent and other amounts
          required to be paid under any Lease then held by CIT have been paid to
          CIT in full, CIT shall reassign such Lease to the Company.

     (iii)In an event of default under  Section 11 hereof,  upon payment in full
          by the  Company of all its  unpaid  obligations  hereunder,  including
          without limitation the aggregate Repurchase Price of all of the Leases
          then held by CIT,  CIT shall  reassign  all such Leases as it may then
          hold, if any, to the Company.

(b)  In each case,  such  reassignment  shall be without  recourse  and  without
     representation  or warranty except that CIT shall warrant that it has title
     to the  Leases  free and  clear of liens  and  encumbrances  created  by or
     through CIT. At the request of the Company,  CIT shall  provide the Company
     with copies of appropriate  documents or computerized  material relating to
     repurchased  Lease showing CIT's payment  records in respect  thereof.  All
     financing  statements relating to the subject Leases shall be reassigned to
     the Company and CIT shall  deliver to the Company such  original  copies of
     the Leases and Related  Documents as may have been previously  delivered to
     CIT by the Company.  Prior to the repurchase by the Company, CIT shall file
     UCC  continuation  statements,  if  appropriate,  with  respect  to  Leases
     assigned to it by the Company under this Agreement; however, any failure of
     CIT to file any such continuation  statements shall not be a defense to any
     repurchase  of the related  Leases by the Company if any lapse in filing is
     subsequently  cured  by a  new  filing  without  any  intervening  security
     interest or lien, or if any such lapse in filing would not  otherwise  have
     caused a loss to the Company in respect of such Lease,  or if there is such
     a lapse which results in any  intervening  security  interest or lien, then
     only to the  extent of the actual  loss  proximately  resulting  therefrom.
     CIT's  obligation  to reassign  Leases  under this  Section 12 shall not be
     deemed to in any way limit the  exercise by CIT of its rights and  remedies
     provided elsewhere in this Agreement, including Section 11 above.

13.  Indemnification.

The Company  shall  indemnify and hold CIT harmless  from any  liability,  loss,
injury or damage, including without limitation, all incidental and consequential
damages,  together with all reasonable out-of-pocket costs and expenses relating
thereto,  including  legal and  accounting  fees and expenses  arising out of or
resulting directly or indirectly from any breach of any of the  representations,
warranties,  covenants,  agreements  or any  other  obligation  of  the  Company
hereunder or under the Leases or Related Documents,  except to the extent caused
by CIT's gross negligence or wilful misconduct.  Without limiting the generality
of the  foregoing,  the Company  shall  indemnify and hold CIT harmless from any
loss or damage  arising out of or resulting  from the fact that any Equipment is
located  outside of the United  States.  If a claim is made upon CIT at any time
for repayment or recovery of any amount(s) or other value  received by CIT, from
any source,  in payment of or on account of any of the obligations  evidenced by
any  Lease  purchased  by CIT  pursuant  to this  Agreement  and CIT  repays  or
otherwise becomes liable for all or any part of such claim by reason of: (i) any
judgment,  decree or order of any court or administrative  body having competent
jurisdiction  relating to the bankruptcy or insolvency of the Customer,  or (ii)
any settlement or compromise of any such claim,  the Company shall remain liable
to CIT hereunder  for the amount so repaid or for which CIT is otherwise  liable
to the  same  extent  as if such  amount(s)  had  never  been  received  by CIT,
notwithstanding  any  termination of this Agreement or the  cancellation  of any
Lease  evidencing any of the  obligations of the Customer  thereunder;  provided
that such  repayment or recovery was not caused by any action or inaction of CIT
other than accepting payment of the amounts in question.  The obligations of the
Company under this Section 13 shall survive the termination of this Agreement.

<PAGE>
14.  Term of Agreement.

This Agreement  shall become  effective upon  acceptance by CIT at its office in
Atlanta, Georgia, and shall continue in effect so long as any Lease or any other
obligations hereunder shall be outstanding.

15.  Modification and Waiver; Complete Agreement.

No  modification or waiver of any provision of this Agreement shall be effective
unless  such  modification  or waiver  shall be in writing  and signed by a duly
authorized  officer  of CIT and the same shall  then be  effective  only for the
period  and on the  conditions  and  for the  specific  instances  and  purposes
specified  in such  writing.  This  Agreement  and the  related  agreements  and
documents  described herein  constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and supersede any and all prior
discussions  or  agreements.  Any  unwritten  agreements or  understandings  not
included  herein shall not be effective  between the parties.  Any  differences,
including  additions  or  omissions,  between  this  Agreement  and the proposal
discussed  in the letter of CIT to the  Company  dated  October  11,  1996,  are
intentional.

16.  Notices; Choice of Law; Successors and Assigns.

All notices,  offers,  demands or replies by any party to this  Agreement to any
other party shall be in writing and (unless  otherwise  specified) shall be sent
by certified mail,  return receipt  requested,  postage  prepaid,  by commercial
courier or by hand delivery, addressed, as the case may be,

to CIT at:                            or to the Company at:

900 Ashwood Parkway, 6th Floor         5500 Wayzata Boulevard, Suite 725

Address                                Address

Atlanta, GA  30338                     Golden Valley, MN  55416

City, State & Zip Code                 City, State & Zip Code

Attention:  Business Center Manager

or to such other  person or address as any party shall  designate  in writing to
the other parties from time to time sent or delivered in like manner,  and shall
be  effective  when sent  unless  otherwise  provided  in this  Agreement.  This
Agreement  shall be governed by and construed in accordance with the laws of the
State of New York. This Agreement shall be binding upon and inure to the benefit
of the Company and CIT and their respective  successors and assigns, but nothing
herein  shall give the Company the right to assign this  Agreement or its rights
hereunder without the express prior written consent of CIT.

17.  Facsimile Signatures.

   The  parties may sign this  Agreement  in any number of  counterparts  and on
separate  counterparts,  each of which  shall be an  original,  but all of which
together shall  constitute one and the same  instrument.  The parties agree that
the execution and  transmittal  of this  Agreement by facsimile  shall be of the
same binding  effect on the party so executing the Agreement as the  handwritten
execution  upon an original copy of the  Agreement.  The parties agree that they
will  promptly  forward  to the others an  executed  original  of the  Agreement
transmitted  by  facsimile,  but  that  the  failure  of a party to do so or the
absence of arrival of any such  executed  Agreement  shall have no effect on the
binding nature of the Agreement transmitted by facsimile.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first written above.


THE CIT GROUP/EQUIPMENT FINANCING, INC.      SUNRISE LEASING CORPORATION

By   /s/ Claire F. Laury                     By  /s/ R. Bradley Pike
Name Claire F. Laury                         Name  R. Bradley Pike
Title Vice President                         Title Vice President
<PAGE>

                                    GUARANTY


To:  The CIT Group/Equipment Financing, Inc.

This guaranty is being given in connection with the Portfolio Purchase Agreement
dated November 27th, 1996 (the "Agreement") between Sunrise Leasing Corporation,
as seller ("Sunrise Leasing"),  and The CIT Group/Equipment  Financing,  Inc. as
buyer.

The undersigned,  Sunrise Resources,  Inc.,  requests that you to enter into the
foregoing Agreement and to induce you to do so and in consideration  thereof and
of benefits to accrue to us therefrom, we, as a primary obligor, unconditionally
guarantee  to you that  Sunrise  Leasing will fully and promptly pay and perform
all of its  obligations to you under the Agreement,  whether direct or indirect,
joint or  several,  absolute or  contingent,  secured or  unsecured,  matured or
unmatured and whether  originally  contracted with you or otherwise  acquired by
you,  irrespective of any invalidity or  unenforceability of any such obligation
or the insufficiency,  invalidity or  unenforceability of any security therefor.
We further  agree that,  without  your first having to proceed  against  Sunrise
Leasing or to liquidate  paper or any security  therefor,  we will pay on demand
all sums due and to  become  due to you from  Sunrise  Leasing  and all  losses,
costs,  attorneys'  fees or expenses which may be suffered by you by reason of a
default by Sunrise  Leasing  or default of the  undersigned,  and we agree to be
bound  by and on  demand  to pay  any  deficiency  established  by a sale of the
Agreement  and/or  security held, with or without notice to us. This guaranty is
an  unconditional  guarantee of payment and  performance.  No guarantor shall be
released or discharged,  either in whole or in part, by your failure or delay to
perfect or continue  the  perfection  of any  security  interest in any property
which  secures the  obligations  of Sunrise  Leasing to you under the  foregoing
Agreement, or to protect the property covered by such security interest.

No  termination  hereof  shall be  effective  except  by  notice  sent to you by
certified mail return receipt  requested naming a termination date effective not
less than 90 days after the  receipt of such notice by you,  and no  termination
hereof shall affect any  transaction  effected  prior to the  effective  date of
termination.

The undersigned hereby waives notice of acceptance hereof; presentment,  demand,
protest and notice of nonpayment or protest as to the foregoing  Agreement;  any
and  all  rights  of   subrogation,   reimbursement,   indemnity,   exoneration,
contribution  or any other claim which we may now or hereafter  have against the
Sunrise  Leasing or any other  person  directly or  contingently  liable for the
obligations guaranteed hereunder,  or against or with respect to the property of
Sunrise Leasing  (including,  without limitation,  property  collateralizing its
obligations to you), arising from the existence or performance of this guaranty;
all other  demands and notices  required by law; all setoffs and  counterclaims;
and any duty on your part  (should such duty exist) to disclose to any of us any
matter, fact or thing related to the business operations or condition (financial
or otherwise) of Sunrise  Leasing or its affiliates or property,  whether now or
hereafter known by you.

You may at any time  without  our  consent,  without  notice  to us and  without
affecting or impairing the obligation of us hereunder, do any of the following:

(a)  renew,  extend  (including  extensions  beyond  the  original  term  of the
     Agreement),  modify,  release  or  discharge  any  obligations  of  Sunrise
     Leasing,  its customers,  of  co-guarantors  (whether  hereunder or under a
     separate  instrument)  or of any  other  party  at  any  time  directly  or
     contingently  liable for the payment of the  obligations of Sunrise Leasing
     under the Agreement;
<PAGE>

(b)  accept partial  payments of the  obligations  of Sunrise  Leasing under the
     Agreement;

(c)  accept new or additional  documents,  instruments or agreements relating to
     or in  substitution  of  the  obligations  of  Sunrise  Leasing  under  the
     Agreement;

(d)  settle, release (by operation of law or otherwise),  compound,  compromise,
     collect or liquidate any of the  obligations  of Sunrise  Leasing under the
     Agreement and the security therefor in any manner;

(e)  consent  to the  transfer  or  return  of the  security,  and take and hold
     additional  security or guaranties for the  obligations of Sunrise  Leasing
     under the Agreement;

(f)  amend, exchange, release or waive any security or guaranty; or

(g)  bid and purchase at any sale of any security  for the  Agreement  and apply
     any proceeds or security, and direct the order and manner of sale.

If a claim  is made  upon  you at any  time for  repayment  or  recovery  of any
amount(s) or other value  received by you, from any source,  in payment of or on
account of any of the  obligations of Sunrise Leasing  guaranteed  hereunder and
you repay or otherwise become liable for all or any part of such claim by reason
of:

(a)  any judgment,  decree or order of any court or  administrative  body having
     competent jurisdiction; or

(b)  any settlement or compromise of any such claim,

we shall remain  liable to you  hereunder  for the amount so repaid or for which
you are otherwise  liable to the same extent as if such amount(s) had never been
received by you,  notwithstanding  any termination hereof or the cancellation of
any  note or  other  agreement  evidencing  any of the  obligations  of  Sunrise
Leasing.

This guaranty  shall bind our  successors  and assigns,  and shall inure to your
successors and assigns, including, but not limited to, any party to whom you may
assign the Agreement,  we hereby waiving notice of any such  assignment.  All of
your rights are cumulative and not alternative.
<PAGE>

By execution  of this  guaranty,  the  guarantor  hereunder  agrees to waive all
rights to trial by jury in any action,  proceeding or counterclaim on any matter
whatsoever arising out of, in connection with, or related to this guaranty.

Executed November 27, 1996



SUNRISE RESOURCES, INC.


By: /s/ R. Bradley Pike

Name/Title: R. Bradley Pike, Vice President

Address:


WITNESS:

By: /s/ Racheal J. Cano
     Secretary