Sunrise Funding Corporation I
                           Sunrise Leasing Corporation
                             Sunrise Resources, Inc.

                                   $20,000,000
                  Lease Receivables-Backed Notes, Series 1996-1
                                Issue price: 100%

                                October 31, 1996

                               Purchase Agreement

Dougherty Funding, Inc.
90 South 7th Street, Suite 4300
Minneapolis, Minnesota  55402-4114

Ladies and Gentlemen:

         Sunrise Funding Corporation I, a Minnesota corporation (the "Company"),
proposes,  subject to the terms and conditions  stated herein, to issue and sell
to Dougherty Funding,  Inc. (the "Purchaser")  $20,000,000  aggregate  principal
amount of its Lease Receivables-Backed  Notes, Series 1996-1 (the "Securities").
Sunrise Leasing Corporation,  a Minnesota corporation ("Sunrise Leasing"),  is a
wholly-owned  subsidiary  of Sunrise  Resources,  Inc., a Minnesota  corporation
("Sunrise").

         1.  Representations and Warranties of Sunrise,  Sunrise Leasing and the
Company.  Each  of  Sunrise,  Sunrise  Leasing  and  the  Company,  jointly  and
severally, represents and warrants to, and agrees with the Purchaser that:

           (a) Each of  Sunrise,  Sunrise  Leasing  and the  Company  agrees  to
prepare a private  placement  memorandum in connection  with the offering of the
Securities (the private placement  memorandum and all other documents annexed to
or incorporated by reference in the private placement memorandum are hereinafter
called the "Private Placement  Memorandum").  The Private Placement  Memorandum,
any preliminary private placement memorandum (the "Preliminary Private Placement
Memorandum")  and any  amendments or  supplements  thereto will not, as of their
respective  dates,  contain an untrue  statement  of a material  fact or omit to
state a material  fact  necessary in order to make the  statements  therein,  in
light of the circumstances under which they were made, not misleading.

           (b) Each of  Sunrise,  Sunrise  Leasing and the Company has been duly
organized and is validly  existing as a corporation  in good standing  under the
laws of the state of its incorporation. Each of Sunrise, Sunrise Leasing and the
Company is duly qualified to transact  business as a foreign  corporation and is
in good standing under the laws of all other  jurisdictions  where the ownership
or leasing of their  respective  properties  or the conduct of their  respective



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businesses  requires  such  qualification,  except  where the  failure  to be so
qualified  would not result in a material  liability or  disability  to Sunrise,
Sunrise Leasing and the Company, taken as a whole.

           (c) Each of  Sunrise,  Sunrise  Leasing  and the Company has and will
have  full  power  (corporate  and  other)  to own  or  lease  their  respective
properties and conduct their respective  businesses as presently conducted;  and
each of Sunrise,  Sunrise Leasing and the Company has full power  (corporate and
other)  to  enter  into  this  Agreement  and to  carry  out all the  terms  and
provisions hereof to be carried out by it.

           (d) The Securities  have been duly and validly  authorized  and, when
issued and  authenticated  in accordance  with the Indenture,  to be dated as of
November 1, 1996 (the  "Indenture"),  among the  Company,  Sunrise  Leasing,  as
Servicer,  and Norwest Bank  Minnesota,  National  Association,  as Trustee (the
"Trustee"),  and delivered  pursuant to this  Agreement  against  payment of the
consideration specified in this Agreement, the Securities will be duly executed,
authenticated,  issued  and  delivered  and will  constitute  valid and  legally
binding  obligations of the Company,  enforceable in accordance with their terms
and  entitled  to  the  benefits  provided  by  the  Indenture,  subject,  as to
enforcement,  to bankruptcy,  insolvency,  fraudulent transfer,  reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors' rights and to general equity principles.

           (e) Each of the Contribution  Agreement,  the Servicing Agreement and
the Indenture has been duly  authorized by each of Sunrise,  Sunrise Leasing and
the Company,  as  applicable,  and,  when  executed  and  delivered by the other
parties thereto, each of the Contribution Agreement, the Servicing Agreement and
the Indenture will constitute a valid and legally binding  obligation of each of
Sunrise,  Sunrise Leasing and the Company,  as applicable,  enforceable  against
each of Sunrise,  Sunrise Leasing and the Company, as applicable,  in accordance
with  its  terms,  subject,  as  to  enforcement,  to  bankruptcy,   insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws of general
applicability  relating to or affecting  creditors' rights and to general equity
principles;  and the  Securities,  the  Contribution  Agreement,  the  Servicing
Agreement  and the  Indenture  will conform to the  descriptions  thereof in the
Private Placement Memorandum.

           (f)  The  financial  statements  and  schedules  of  Sunrise  and its
consolidated  subsidiaries,  and the  related  notes  thereto,  included  in the
Preliminary  Private  Placement  Memorandum,  on file  with the  Securities  and
Exchange  Commission or otherwise  provided to the Purchaser  present fairly the
consolidated financial position of Sunrise and its consolidated  subsidiaries as
of the  respective  dates of such  financial  statements,  and the  consolidated
results  of  operations   and  cash  flows  of  Sunrise  and  its   consolidated
subsidiaries for the respective periods covered thereby,  all in conformity with
generally accepted  accounting  principles  consistently  applied throughout the
periods  involved,  except as disclosed  in the  Preliminary  Private  Placement
Memorandum.



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           (g)  Arthur  Andersen  LLP,  who  have  audited   certain   financial
statements of Sunrise and its  consolidated  subsidiaries  and  delivered  their
report with respect to the audited financial  statements and schedules  included
in the Preliminary  Private  Placement  Memorandum or otherwise  provided to the
Purchaser,  are  independent  public  accountants  as  such  term is used in the
Securities Act of 1933, as amended (the "Act"),  the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act") and the  related  published  rules and
regulations thereunder.

           (h) The  execution  and  delivery  of this  Agreement  have been duly
authorized  by each of  Sunrise,  Sunrise  Leasing  and the  Company,  and  this
Agreement  has been duly  executed  and  delivered  by each of Sunrise,  Sunrise
Leasing and the Company.

           (i)  Except  as set  forth in the  Disclosure  Schedule,  no legal or
governmental  proceedings  are pending to which Sunrise,  Sunrise Leasing or the
Company is a party or to which the property of Sunrise,  Sunrise  Leasing or the
Company is subject,  the determination of which any of Sunrise,  Sunrise Leasing
or the  Company  expects  (after  giving  effect  to any  applicable  insurance,
reinsurance or revenues therefor),  individually or in the aggregate,  to have a
material  adverse  effect on the  financial  position,  stockholders'  equity or
results or operations of Sunrise and its  subsidiaries  taken as a whole; and no
such proceedings have been threatened against any of Sunrise, Sunrise Leasing or
the Company or with respect to any of their respective properties.

           (j)  The  issuance,  offering  and  sale  of  the  Securities  to the
Purchaser by the Company pursuant to this Agreement,  the compliance by Sunrise,
Sunrise Leasing and the Company with the other provisions of this Agreement, the
Securities,   the  Servicing  Agreement,  the  Contribution  Agreement  and  the
Indenture and the consummation of the other transactions  herein contemplated do
not  (i)  require  the  consent,   approval,   authorization,   registration  or
qualification  of or with any governmental  authority,  except such as have been
obtained and such as may be required under state  securities or Blue Sky laws or
(ii)  conflict  with or result in a breach or  violation of any of the terms and
provisions of, or constitute a default under, any indenture,  mortgage,  deed of
trust, lease or other agreement or instrument to which Sunrise,  Sunrise Leasing
or the Company is a party or by which Sunrise, Sunrise Leasing or the Company or
any of their respective properties are bound, or the charter documents or bylaws
of Sunrise,  Sunrise  Leasing or the  Company,  or any statute or any  judgment,
decree,  order, rule or regulation of any court or other governmental  authority
or any arbitrator applicable to Sunrise, Sunrise Leasing or the Company.

           (k) Since the respective dates as of which  information is or will be
given in the  Preliminary  Private  Placement  Memorandum,  except as  otherwise
stated therein,  (i) there has been no material adverse change in the condition,
financial  or  otherwise,  or in the  earnings,  business  affairs  or  business
prospects of Sunrise and its subsidiaries considered as one enterprise,  whether



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or not  arising  in the  ordinary  course of  business,  (ii) there have been no
transactions  entered into by Sunrise or its  subsidiaries,  other than those in
the ordinary course of business,  which are material with respect to Sunrise and
its  subsidiaries  considered  as one  enterprise,  and (iii)  there has been no
dividend or distribution of any kind declared, paid or made by Sunrise or any of
its  subsidiaries  on any of its  shares  of  capital  stock,  except as will be
described in the Preliminary Private Placement Memorandum.

           (l) The Company is not an  "investment  company" as defined under the
Investment Company Act of 1940, as amended.

           (m) Each of Sunrise, Sunrise Leasing and the Company has obtained any
permits,  consents  and  authorizations  required  to be  obtained  by it  under
applicable  federal,  state,  local and foreign laws or  regulations in order to
conduct its  business as  presently  conducted,  including,  but not limited to,
those under laws or regulations relating to the protection of the environment or
concerning  the  handling,  storage,  disposal or discharge  of toxic  materials
(collectively,  "Environmental  Laws")  (except  where the  failure to obtain or
maintain  such  permits,  consents  and  authorizations  would  not  result in a
material  liability or disability to Sunrise,  Sunrise  Leasing or the Company),
and any such  permits,  consents  and  authorizations  remain in full  force and
effect. Each of Sunrise,  Sunrise Leasing and the Company are in compliance with
the Environmental Laws in all material respects,  and there is no pending or, to
Sunrise's, Sunrise Leasing's or the Company's knowledge,  threatened,  action or
proceeding against Sunrise,  Sunrise Leasing or the Company alleging  violations
of the Environmental Laws.

           (n) No  statement,  representation,  warranty  or  covenant  made  by
Sunrise,  Sunrise  Leasing  or the  Company  in  this  Agreement  or made in any
certificate  or  document  required by this  Agreement  to be  delivered  to the
Purchasers was or will be, when made, inaccurate, untrue or incorrect.

           (o) None of  Sunrise,  Sunrise  Leasing or the Company is involved in
any  material  labor  dispute  nor, to the best  knowledge  of Sunrise,  Sunrise
Leasing or the Company, is any such dispute threatened.

           (p) None of Sunrise,  Sunrise  Leasing or the Company or, to the best
knowledge of Sunrise,  Sunrise Leasing or the Company,  any employee or agent of
Sunrise,  Sunrise  Leasing  or the  Company,  has made any  payment  of funds of
Sunrise,  Sunrise  Leasing or the Company or  received or retained  any funds in
violation of any law, rule or regulation.

           (q) Each of  Sunrise,  Sunrise  Leasing and the Company is insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and  customary in the business in which it is
engaged;  none of Sunrise,  Sunrise  Leasing or the Company has been refused any
insurance  coverage sought or applied for; and none of Sunrise,  Sunrise Leasing
or the Company  has any reason to believe  that it will not be able to renew its


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existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not materially and adversely  affect the condition
(financial or otherwise), business prospects, net worth or results of operations
of  Sunrise,  Sunrise  Leasing  and  the  Company,  except  as  described  in or
contemplated by the  Preliminary  Private  Placement  Memorandum or as otherwise
disclosed to the Purchaser.

           (r)  Except  as set  forth in the  Disclosure  Schedule,  no  default
exists,  and no event has occurred which,  with notice or lapse of time or both,
would  constitute a default under  charter  documents or by-laws or a default in
the due  performance  and  observance of any term,  covenant or condition of any
indenture,  mortgage,  deed of trust,  lease or other agreement or instrument to
which  Sunrise,  Sunrise  Leasing or the Company is a party or by which Sunrise,
Sunrise Leasing or the Company or any of their respective properties is bound or
may be  affected  in any  material  adverse  respect  with  regard to  property,
business or operations of Sunrise, Sunrise Leasing and the Company.

           (s) None of  Sunrise,  Sunrise  Leasing,  the  Company  or any person
acting  on their  behalf  has  offered  or sold the  Securities  by means of any
general  solicitation or general  advertising  within the meaning of Rule 502(c)
under the Act; and none of Sunrise,  Sunrise  Leasing or the Company  shall take
any action to cause the resale of the  Securities  by the  Purchasers to violate
Section 5 of the Act.

           (t) None of Sunrise,  Sunrise  Leasing,  the  Company,  or any person
acting on their  behalf  has  offered,  sold,  contracted  to sell or  otherwise
disposed  of any  securities  (as  defined  in the  Act)  that  are or  will  be
integrated  with  the sale of the  Securities  in a manner  that  would  require
registration of the Securities under the Act.

           (u)  None  of  the   transactions   contemplated  by  this  Agreement
(including,  without  limitation,  the use of the proceeds  from the sale of the
Securities)  will  violate or result in a violation of Section 7 of the Exchange
Act or any regulation  promulgated  thereunder,  including,  without limitation,
Regulations  G, T, U and X of the  Board of  Governors  of the  Federal  Reserve
System.

           (v)  Each  of  Sunrise,  Sunrise  Leasing  and  the  Company  owns or
possesses  adequate  rights to use all material  patents,  patent  applications,
trademarks,  service marks, trade names,  registrations and copyrights necessary
for the  conduct of such  business  except to the extent  that the failure to so
obtain,  file,  own  or  possess  would  not  materially  and  adversely  affect
Sunrise's,  Sunrise  Leasing's or the Company's ability to carry on its business
as presently conducted.

            2.  Agreements  to Sell  and  Purchase.  Subject  to the  terms  and
conditions  herein  set  forth,  the  Company  agrees  to issue  and sell to the
Purchaser,  and the  Purchaser  agrees  to  purchase  from the  Company,  at the
Purchase  Price (as defined  below),  the principal  amount  $20,000,000  of the
Securities at a purchase  price of 100% of the aggregate  principal  amount (the
"Purchase Price").


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         3.  Representations  and  Warranties  of the  Purchaser.  The Purchaser
hereby represents and warrants to, and agrees with the Company,  Sunrise Leasing
and Sunrise as to itself, that:

           (a) The Purchaser is an "accredited  investor"  within the meaning of
Rule 501(a) under the Act.

           (b) The Purchaser will not offer or sell any of the Securities in any
jurisdiction  except under circumstances that will result in compliance with the
applicable laws thereof, and the Purchaser will take whatever action is required
to permit its resale, if any, of the Securities.  The Purchaser understands that
no action has been taken to permit a public offering in any  jurisdiction  where
action would be required for such purpose.

           (c) The  Purchaser  will offer or sell the Notes only to persons  who
are  institutional  "accredited  investors" under the Act and only in accordance
with Rule 502(c) of Regulation D promulgated under the Act.

           (d) The Purchaser will not offer or sell any of the Notes by means of
any form of general  solicitation  or general  advertisement,  including but not
limited  to (x)  any  advertisement,  article,  notice  or  other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television  or radio,  (y) any  seminar or  meeting if any person  other than an
"accredited  investor"  attends or is invited to attend or whose  attendees have
been  invited by any general  solicitation  or general  advertising  and (z) any
letter,   circular,   notice  or  other   written   communication   unless  such
communication  is  directed  solely  to  investors   identified  as  "accredited
investors."

            4. Payment of the Purchase Price for the Securities shall be made by
the Purchaser or on its behalf by immediately available funds. The time and date
of such  delivery and payment  shall be the later of (i) 9:00 a.m.,  Minneapolis
time,  on  November  6, 1996 or (ii) or at such other place and time and date as
the Purchaser and the Company may agree upon in writing.  Such time and date for
delivery of the Securities is herein called the "Closing Date."

         Payment for the Securities  shall be made against delivery of the Notes
(as defined in the Indenture), registered in the name of the Purchaser.

         Sunrise  or the  Company  shall  pay  any  transfer  taxes  payable  in
connection with the initial delivery of the Securities to the Purchaser.

         5.  Agreements  of Sunrise,  Sunrise  Leasing and the Company.  Each of
Sunrise, Sunrise Leasing and the Company covenants and agrees:

           (a)    To deliver to the Purchaser the Preliminary Private Placement
Memorandum and to advise the Purchaser promptly of any amendment or supplement


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thereto, including the Private Placement Memorandum,  after the Closing Date and
furnish the Purchaser  with copies  thereof if the Purchaser  holds the Notes on
such date.

           (b) At any time when the Company is neither  subject to Section 13 or
15(d) of the  Exchange  Act nor exempt from  Section  12(g) of the  Exchange Act
pursuant to Rule 12g3-2(b)  under the Exchange Act and so long as the Securities
are  outstanding  and are  "restricted  securities"  within the  meaning of Rule
144(a)(3)  under  the Act,  for the  benefit  of  holders  from  time to time of
Securities,  to  furnish  at  its  expense,  upon  request,  to  holders  of the
Securities and prospective  purchasers of the Securities  information satisfying
the  requirement  of  subsection  (d)(4)  of  Rule  144A  under  the Act (or any
successor thereto).

           (c) Proceeds from the sale of the Securities  shall be used solely as
described  in  the  Preliminary  Private  Placement  Memorandum  under  "Use  of
Proceeds."

            6. Expenses.  Sunrise,  Sunrise  Leasing or the Company will pay all
costs and expenses  incident to the  performance of its  obligations  under this
Agreement,  whether or not the transactions  contemplated herein are consummated
or this  Agreement is  terminated  pursuant to Section 10 hereof,  including all
costs and  expenses  incident  to (i) the  printing or other  production  of all
documents with respect to the transactions,  including any costs of printing the
Preliminary Private Placement Memorandum or the Private Placement Memorandum and
any amendments or  supplements  thereto,  this  Agreement,  the  Indenture,  the
Servicing Agreement, the Contribution Agreement and any Blue Sky memoranda; (ii)
all  arrangements  relating to the delivery to the  Purchasers  of copies of the
foregoing  documents;  (iii) the fees and disbursements of counsel,  accountants
and any other experts or advisors  retained by the Purchaser,  Sunrise,  Sunrise
Leasing or the Company,  including the Placement  Agent;  (iv) the  preparation,
issuance  and  delivery to the  Purchaser  of any  certificates  evidencing  the
Securities,   including   transfer   agent's  and  registrar's   fees;  (v)  the
qualification  of the  Securities  under  state  securities  and Blue Sky  laws,
including  filing fees and fees and  disbursements  of counsel for the Purchaser
relating thereto; (vi) any fees charged by securities rating services for rating
the Securities;  (vii) the fees and expenses of the Trustee and any agent of the
Trustee and the fees and  disbursements  of counsel for the Trustee;  (viii) any
transfer taxes in connection with the initial  delivery of the Securities to the
Purchaser;  and (ix) all other costs and expenses incident to the performance of
its obligations  hereunder which are not otherwise  specifically provided for in
this Section.

         If the sale of the  Securities  provided for herein is not  consummated
because any condition to the obligations of the Purchaser set forth in Section 7
hereof is not  satisfied,  because  this  Agreement  is  terminated  pursuant to
Section 10 hereof or because of any failure, refusal or inability on the part of
Sunrise,  Sunrise Leasing and the Company to perform all obligations and satisfy
all conditions on their part to be performed or satisfied  hereunder  other than
by reason of a default by the Purchaser,  one of Sunrise, Sunrise Leasing or the
Company will reimburse the Purchaser upon demand for all out-of-pocket  expenses
(including fees and  disbursements  of counsel) that shall have been incurred by



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them in connection with the proposed  purchase and sale of the Securities.  None
of Sunrise,  Sunrise  Leasing or the Company shall not in any event be liable to
the Purchaser for the loss of anticipated profits from the transactions  covered
by this Agreement.

            7. Conditions to the Purchaser's Obligations. The obligations of the
Purchaser  to  purchase  and pay for the  Securities  shall  be  subject  to the
accuracy of the representations  and warranties of Sunrise,  Sunrise Leasing and
the Company contained herein as of the date hereof and as of the Closing Date as
if made on and as of the Closing  Date,  to the  accuracy of the  statements  of
officers  of Sunrise,  Sunrise  Leasing  and the  Company  made  pursuant to the
provisions  hereof,  to the  performance  by  Sunrise,  Sunrise  Leasing and the
Company  of  its  covenants  and  agreements  hereunder  and  to  the  following
additional conditions:

           (a) You shall have  received  opinions,  dated the Closing  Date,  of
Fredrikson  & Byron,  P.A.,  counsel  for the  Company,  in form  and  substance
satisfactory to you.

           (b) You shall have  received  from the Company,  Sunrise  Leasing and
Sunrise a final version of the Preliminary  Private  Placement  Memorandum (in a
form  satisfactory as to form and substance to the Placement Agent) and executed
copies of the Indenture, the Contribution Agreement and the Servicing Agreement.

           (c)  Except as set forth in the  Disclosure  Statement,  (i)  neither
Sunrise nor any of its  subsidiaries  shall have sustained since the date of the
latest  audited  financial   statements  included  in  the  Preliminary  Private
Placement Memorandum or otherwise provided to the Purchaser any material loss or
interference with the business of Sunrise and its subsidiaries  taken as a whole
from  fire,  explosion,  flood or other  calamity,  whether  or not  covered  by
insurance,  or from any labor  dispute  or court,  arbitration  or  governmental
action,  order or decree,  otherwise  than as set forth or  contemplated  in the
Preliminary Private Placement Memorandum;  (ii) since the respective dates as of
which information is given in the Preliminary Private Placement Memorandum there
shall not have been any material increase in debt of Sunrise or its subsidiaries
on a consolidated  basis or any material change, or any development  involving a
prospective  material change,  in or affecting the general affairs,  management,
financial position, stockholders' equity or results of operations of Sunrise and
its subsidiaries taken as a whole; and (iii) without limitation of clause (i) or
(ii),  since  the  respective  dates  as of  which  information  is given in the
Preliminary Private Placement Memorandum, there shall not have been any material
change, or any development  involving a prospective  material change,  (A) in or
affecting Sunrise's and its subsidiaries' consolidated investments, or (B) in or
affecting  Sunrise's  and its  subsidiaries'  future  funding  commitments  on a
consolidated  basis as to any of the  foregoing,  otherwise than as set forth or
contemplated  in the Preliminary  Private  Placement  Memorandum,  the effect of
which,  in any such case  described  in  clause  (i),  (ii) or (iii),  is in the
Purchaser's  sole judgment made in good faith so material and adverse as to make
it  impracticable  or inadvisable to proceed with the purchase of the Securities
on the terms and in the manner contemplated in this Agreement.


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           (d) There shall not have been any formal or  informal  inquiry by, or
communication  with,  the  Commission  or any state  regulatory  agency into the
offering of the  Securities,  the  purchase of the  Securities  pursuant to this
Agreement and the resale of the Securities as  contemplated  by the  Preliminary
Private Placement Memorandum,  or any public disclosures that may have been made
with respect thereto, which formal or informal inquiry or communication may make
it reasonably  impracticable  or inadvisable to proceed with the purchase of the
Securities  pursuant to this  Agreement or the resale of the  Securities  on the
terms  and in the  manner  contemplated  in the  Preliminary  Private  Placement
Memorandum as amended or supplemented.

           (e) Each of  Sunrise,  Sunrise  Leasing  and the  Company  shall have
furnished or caused to be furnished to you at the Closing Date a certificate  or
certificates of corporate  officers of Sunrise,  Sunrise Leasing and the Company
satisfactory to you as to the accuracy of the  representations and warranties of
each of Sunrise, Sunrise Leasing and the Company herein at and as of the Closing
Da^sas to the performance in all material  respects by each of Sunrise,  Sunrise
Leasing and the Company of all of its  obligations  hereunder to be performed at
or prior to the Closing Date,  as to the matters set forth in subsection  (d) of
this Section and as to such other matters as you may reasonably request.

            8.  Indemnification and Contribution.  (a) Each of Sunrise,  Sunrise
Leasing and the Company  agrees to indemnify and hold harmless the Purchaser and
each person,  if any, who controls the  Purchaser  within the meaning of the Act
and the Exchange Act insofar as such losses,  claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon:

           (i) any untrue statement or alleged untrue statement made by Sunrise,
Sunrise  Leasing or the  Company to the  Purchaser  or its  counsel,  including,
without limitation, any statement in Section 1 of this Agreement,

          (ii) any untrue  statement or alleged untrue statement of any material
fact contained in (A) the Preliminary Private Placement Memorandum,  the Private
Placement  Memorandum  or  any  amendment  or  supplement  thereto  or  (B)  any
application or other document, or any amendment or supplement thereto,  executed
by Sunrise,  Sunrise  Leasing or the Company or based upon  written  information
furnished by or on behalf of Sunrise,  Sunrise  Leasing or the Company  filed in
any jurisdiction in order to qualify the Securities under the securities or Blue
Sky  laws   thereof  or  filed  with  any   securities   association   (each  an
"Application") or

         (iii) the  omission  or alleged  omission  to state in the  Preliminary
Private Placement Memorandum,  the Private Placement Memorandum or any amendment
or supplement  thereto or any  Application a material fact required to be stated
therein or necessary to make the  statements  therein not  misleading,  and will
reimburse,  as incurred, the Purchaser and each controlling person for any legal
or other expenses reasonably incurred by such Purchaser or controlling person in
connection with  investigating,  defending against or appearing as a third-party
witness in connection with any such loss, claim, damage, liability or action.


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           (b) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying  party of the commencement  thereof;  but the
omission  so to notify  the  indemnifying  party  will not  relieve  it from any
liability which it may have to any  indemnified  party otherwise than under this
Section 8. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled  to  participate  therein  and, to the extent that it may
wish, jointly with any other indemnifying  party similarly  notified,  to assume
the defense  thereof,  with  counsel  satisfactory  to such  indemnified  party;
provided,  however,  that if the  defendants in any such action include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have
the right to direct  the  defense of such  action on behalf of such  indemnified
party or parties and such  indemnified  party or parties shall have the right to
select  separate  counsel to defend  such  action on behalf of such  indemnified
party or parties.  After notice from the indemnifying  party to such indemnified
party of its  election  so to assume the defense  thereof  and  approval by such
indemnified party of counsel  appointed to defend such action,  the indemnifying
party will not be liable to such indemnified  party under this Section 8 for any
legal  or  other  expenses,   other  than  reasonable  costs  of  investigation,
subsequently  incurred by such indemnified  party in connection with the defense
thereof,  unless (i) the indemnified  party shall have employed separate counsel
in  accordance  with  the  proviso  to the next  preceding  sentence  (it  being
understood,  however, that in connection with such action the indemnifying party
shall not be liable  for the  expenses  of more than one  separate  counsel  (in
addition  to local  counsel)  in any one action or  separate  but  substantially
similar  actions  in the  same  jurisdiction  arising  out of the  same  general
allegations  or  circumstances,  designated  by the  Purchaser  in the  case  of
paragraph (a) of this Section 8, representing the indemnified parties under such
paragraph  (a)  who  are  parties  to  such  action  or  actions)  or  (ii)  the
indemnifying  party has authorized the employment of counsel for the indemnified
party at the  expense of the  indemnifying  party.  After such  notice  from the
indemnifying party to such indemnified party, the indemnifying party will not be
liable for the costs and expenses of any  settlement of such action  effected by
such  indemnified  party without the consent of the indemnifying  party,  unless
such indemnified  party waived its rights under this Section 8 in which case the
indemnified party may effect such a settlement without such consent.

            9. Survival. The respective representations, warranties, agreements,
covenants,  indemnities and other statements of Sunrise,  Sunrise  Leasing,  the
Company, their officers and the Purchaser set forth in this Agreement or made by
or on behalf of them,  respectively,  pursuant to this Agreement shall remain in
full force and effect,  regardless of (i) any investigation made by or on behalf
of  Sunrise,  Sunrise  Leasing,  the  Company  or the  Purchaser,  any of  their
officers,  agents or any controlling  person referred to in Section 8 hereof and
(ii)  delivery of and payment for the  Securities.  The  respective  agreements,
covenants, indemnities and other statements set forth in Sections 6 and 8 hereof
shall  remain  in full  force  and  effect,  regardless  of any  termination  or
cancellation of this Agreement.



<PAGE>



           10. Termination. This Agreement may be terminated with respect to the
Securities in the sole discretion of the Purchaser by notice to Sunrise, Sunrise
Leasing and the Company  prior to the  Closing  Date in the event that  Sunrise,
Sunrise  Leasing and the Company  shall have  failed,  refused or been unable to
perform all  obligations  and satisfy all conditions on its part to be performed
or  satisfied  hereunder  at or prior  thereto or, if at or prior to the Closing
Date, the Purchaser determines in its sole discretion (which determination shall
be conclusive absent manifest error) that:

           (i) trading in the common stock of Sunrise shall have been  suspended
by the Commission or trading  generally on the NASDAQ  national market system or
any national securities exchange shall have been suspended;

          (ii) a banking  moratorium  shall  have been  declared  by New York or
United States authorities;

         (iii)  there  shall  have  been  (A)  an  outbreak  or   escalation  of
hostilities  between the United States and any foreign power, (B) an outbreak or
escalation  of any other  insurrection  or armed  conflict  involving the United
States or (C) any other  calamity  or crisis  having an effect on the  financial
markets that makes it  impracticable or inadvisable to proceed with the offering
or the delivery of the Securities as  contemplated  by the  Preliminary  Private
Placement Memorandum; or

          (iv) any public  announcement  by Sun  Microsystems  Inc.  that  might
materially  affect the value of the  equipment  being  acquired by the Issuer in
connection with the issuance of the Securities.

           11. Notices. All communications hereunder shall be in writing and, if
sent to the  Purchaser,  shall be mailed or delivered  or sent by facsimile  and
confirmed in writing to:  Dougherty  Funding,  Inc., 90 South 7th Street,  Suite
4300,  Minneapolis,  Minnesota  55402  (facsimile  (612)  673-0584),  Attention:
Gregory  H. Gac;  if sent to  Sunrise,  shall be  mailed,  delivered  or sent by
facsimile and confirmed in writing at 5500 Wayzata Boulevard,  Suite 725, Golden
Valley,  Minnesota 55416 (facsimile (612) 513-3299),  Attention:  President;  if
sent to Sunrise  Leasing,  shall be mailed,  delivered or sent by facsimile  and
confirmed in writing to: Sunrise Leasing  Corporation,  5500 Wayzata  Boulevard,
Suite 725, Golden Valley, Minnesota 55416 (facsimile (612) 513-3299), Attention:
President;  if  sent to the  Company,  shall  be  mailed,  delivered  or sent by
facsimile  and  confirmed in writing to:  Sunrise  Funding  Corporation  I, 5500
Wayzata  Boulevard,  Suite 725, Golden Valley,  Minnesota 55416 (telephone (612)
513-3280), Attention: President.

           12.  Successors.  This  Agreement  shall  inure to the benefit of and
shall be binding upon the Purchaser,  Sunrise,  Sunrise Leasing, the Company and
their respective  successors and legal  representatives,  and nothing express or
mentioned in this  Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained, this Agreement and all conditions
and provisions  hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other  person  except that (i)



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the indemnities of Sunrise, Sunrise Leasing and the Company contained in Section
8 of this  Agreement  shall also be for the benefit of any person or persons who
control  the  Purchaser  within the meaning of the Act or the  Exchange  Act. No
purchaser of Securities from the Purchaser  shall be deemed a successor  because
of such purchase.

         13. Applicable Law. The validity and  interpretation of this Agreement,
and the  terms  and  conditions  set  forth  herein,  shall be  governed  by and
construed in accordance with the laws of the State of Minnesota,  without giving
effect to any provisions relating to conflicts of laws.

         14.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                  If the  foregoing  correctly  sets  forth  our  understanding,
please  indicate your  acceptance  thereof in the space  provided below for that
purpose,  whereupon  this letter shall  constitute  an agreement  binding on the
Company and the Purchaser.

Very truly yours,

SUNRISE FUNDING CORPORATION I

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

SUNRISE RESOURCES, INC.

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

SUNRISE LEASING CORPORATION

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

The  foregoing  Agreement is hereby  confirmed and accepted as of the date first
above written.

DOUGHERTY FUNDING, INC.

By  /s/ Mark Landreville
Name:  Mark Landreville
Title: