NOTE

THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT  COMPANY
ACT OF 1940, AS AMENDED (THE  "INVESTMENT  COMPANY ACT"),  AND THIS NOTE HAS NOT
BEEN AND WILL NOT BE  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"), OR ANY STATE  SECURITIES  LAWS, AND MAY NOT BE SOLD OR
OTHERWISE  TRANSFERRED,  PLEDGED OR  HYPOTHECATED  EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS. THE TRANSFER OF THIS NOTE
IS SUBJECT TO CERTAIN  RESTRICTIONS  AND  CONDITIONS  SET FORTH IN THE INDENTURE
UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS  AVAILABLE  FROM THE TRUSTEE
UPON REQUEST).  TRANSFER OF THIS NOTE IS FURTHER LIMITED BY THE REQUIREMENT THAT
FOLLOWING ANY TRANSFER  HEREOF THERE WILL BE NO MORE THAN 100 BENEFICIAL  OWNERS
(WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OF SECURITIES  (INCLUDING THE
NOTES AND ANY OTHER SECURITIES) OF THE ISSUER.

DUE TO THE  PROVISIONS  FOR THE  PAYMENT  OF  PRINCIPAL  CONTAINED  HEREIN,  THE
OUTSTANDING  PRINCIPAL  AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.  ANYONE  PURCHASING  THIS NOTE MAY  ASCERTAIN  THE  OUTSTANDING
PRINCIPAL AMOUNT HEREOF BY INQUIRY OF THE TRUSTEE.

No. R-1                                                            $20,000,000

                          SUNRISE FUNDING CORPORATION I

                  Lease Receivables-Backed Note, Series 1996-1

Delivery Date:  November 8, 1996              Stated Maturity:  January 1, 2000

SUNRISE FUNDING  CORPORATION I, a corporation  duly organized and existing under
the laws of the State of  Minnesota  (the  "Issuer,"  which  term  includes  any
successor  entity under the Indenture  referred to below),  for value  received,
hereby promises to pay to Dougherty Funding,  Inc., or registered  assigns,  the
principal  sum of Twenty  Million and no/100  Dollars  ($20,000,000)  in monthly
installments beginning on December 15, 1996 (the "Initial Payment Date"), and to
pay  interest  monthly in arrears on the unpaid  portion of said  principal  sum
(and,  to the  extent  that  the  payment  of such  interest  shall  be  legally
enforceable,  on any  overdue  installment  of  interest  on this  Note)  on the
fifteenth day of each calendar month or, if such fifteenth day is not a Business
Day, the Business Day immediately  following (each, a "Payment  Date"),  for the
period from and including November 8, 1996 through the day immediately preceding
the Initial  Payment Date, and  thereafter,  monthly from and including the most
recent Payment Date through the day immediately preceding the next Payment Date,
at a rate equal to (i) the sum of (a) the prime  rate,  as  determined  by First
Bank National Association and (b) 0.75% per annum, until the date the Holders of


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at least a majority in principal amount of the Notes give the Issuer notice that
the Notes will  change to have a fixed rate of  interest  (which  date must be a
Payment Date) (such Payment Date referred to herein as the "Mode Change  Date"),
or (ii) after the Mode Change  Date,  a fixed rate equal to the rate of interest
that is in effect as of the Mode Change Date.  Until the Mode Change  Date,  the
Note  Interest  Rate shall be  calculated on the basis of a 360-day year and the
actual number of days elapsed, and after the Mode Change Date, the Note Interest
Rate shall be calculated on the basis of a 360-day year  consisting of 12 months
of 30 days each.  Each monthly  installment  of  principal  payable on this Note
shall be an amount  equal to the pro rata  share of the  Principal  Distribution
Amount, as such term is defined in the Indenture described herein. Any remaining
unpaid portion of the principal  amount of this Note shall be due and payable no
later than the Stated Maturity  referred to above. The interest and principal so
payable on any Payment Date will, as provided in the  Indenture,  be paid to the
Person in whose name this Note is registered on the Record Date for such Payment
Date, which shall be the close of business on the last day of the month prior to
such Payment Date (whether or not a Business Day).

         The  principal and interest on this Note are payable by check mailed by
first-class  mail to the Person whose name appears as the  Registered  Holder of
this Note on the Note  Register  at the  address of such Person as it appears on
the Note  Register,  or by wire transfer in immediately  available  funds to the
account  specified in writing to the Trustee by the Person whose name appears as
the Registered  Holder of this Note on the Note Register  received at least five
Business  Days  prior to the  Record  Date for the  Payment  Date on which  wire
transfers  will  commence,  in such coin or  currency  of the  United  States of
America  as at the time of payment  is legal  tender  for  payment of public and
private debts. Funds represented by checks returned undelivered will be held for
payment to the Person entitled  thereto,  subject to the terms of the Indenture,
at the office or agency in the United  States of America  designated  as such by
the Issuer for such purpose pursuant to the Indenture.

         This  Note is one of a duly  authorized  issue of  Notes of the  Issuer
designated as its Lease  Receivables-Backed  Notes, Series 1996-1 (herein called
the "Notes") issued under an Indenture  (referred to herein as the "Indenture"),
dated as of November 1, 1996, among the Issuer, Sunrise Leasing Corporation,  as
Servicer,  and Norwest Bank  Minnesota,  National  Association,  as Trustee (the
"Trustee,"  which term  includes any successor  Trustee  under such  Indenture).
Reference  is hereby made to the  Indenture  for a statement  of the  respective
rights  thereunder of the Issuer,  the Trustee and the Holders of the Notes, and
the terms upon which the Notes are authenticated  and delivered.  All terms used
in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.

         The Notes are secured by certain Lease  Contracts,  Lease  Receivables,
the  related  Equipment  and  by  certain  other  Collateral  described  in  the
Indenture.  The Trust  Estate  secures the Notes  equally  and  ratably  without
prejudice, priority or distinction between any Note and any other Note by reason
of time of issue or  otherwise,  and also  secures the payment of certain  other
amounts and certain other obligations as described in the Indenture.

         Unless  earlier  declared  due and  payable  by  reason  of an Event of
Default,  the Notes are payable  only at the time and in the manner  provided in



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the Indenture  and are not  redeemable or prepayable at the option of the Issuer
before such time, except that the Notes shall be redeemable at the option of the
Issuer,  in whole but not in part, at any time after the  Outstanding  principal
amount of Notes declines to 10% or less of the original  principal amount of the
Notes at a redemption  price equal to the Outstanding  principal  amount thereof
plus accrued interest thereon through the last day of the Due Period immediately
preceding  the date of  redemption.  If an Event of Default  shall  occur and be
continuing,  the  principal  of all the Notes may become or be declared  due and
payable in the manner and with the effect provided in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth,  the transfer of this Note may be  registered on the Note Register of
the Issuer  upon  surrender  of this Note for  registration  of  transfer at the
office or agency of the Issuer in the United  States of America  maintained  for
such  purpose,  duly  endorsed by, or  accompanied  by a written  instrument  of
transfer in form satisfactory to the Issuer and the Trustee and duly executed by
the Holder hereof or his attorney duly authorized in writing,  and thereupon one
or more new Notes of the same Stated  Maturity of authorized  denominations  and
for the same initial aggregate principal amount will be issued to the designated
transferees.

         Prior to due presentment for registration of transfer of this Note, the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose
of receiving  payment as herein  provided and for all other purposes  whether or
not this Note be overdue,  and neither the  Issuer,  the  Trustee,  nor any such
agent shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Holders of the Notes  under the  Indenture  at any
time by the Issuer, the Trustee and the Servicer with the consent of the Holders
of a majority in  aggregate  principal  amount of Notes at the time  Outstanding
under the  Indenture.  The Indenture  also contains  provisions  permitting  the
Holders of specified  percentages in aggregate  principal amount of the Notes at
the time Outstanding under the Indenture, to waive compliance by the Issuer with
certain  provisions  of the  Indenture  and  certain  past  defaults  under  the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this Note shall be  conclusive  and binding upon such Holder and upon all future
Holders of this Note and of any Note  issued upon the  registration  of transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.

         The Notes are issuable only in registered  form without coupons in such
authorized  denominations  as provided in the  Indenture  and subject to certain
limitations therein set forth.

         This Note and the  Indenture  shall be  governed  by and  construed  in
accordance  with the internal laws of the State of Minnesota,  without regard to
conflicts of laws principles.

         No reference  herein to the  Indenture and no provision of this Note or
of the Indenture  shall alter or impair the  obligation of the Issuer,  which is
absolute and  unconditional,  to pay the principal of and interest on this Note,



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but solely from the Collateral pledged to the Trustee under the Indenture at the
times,  place  and  rate,  and in  the  coin  or  currency,  herein  prescribed.
Notwithstanding  anything  else to the  contrary  contained  in this Note or the
Indenture,  the obligation of the Issuer to pay the principal of and interest on
this  Note is not a  general  obligation  of the  Issuer,  nor its  officers  or
directors, but is limited solely to the Collateral pledged under the Indenture.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee by manual signature,  this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                            [Signature page follows]



<PAGE>



         IN WITNESS WHEREOF,  Sunrise Funding Corporation I has caused this Note
to be signed, manually, by its President.



By:  /s/ R. Bradley Pike
President






<PAGE>



         This is one of the Notes described in the within-mentioned Indenture.

Dated:  November 8, 1996

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Thomas Wraalstad
    Authorized Signatory